Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance the Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable provider thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h5.02(a); (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or if all of such Person’s assets are sold or liquidated as permitted under the terms of the Loan Documents and the proceeds thereof are distributed to the Borrower; and (d) to acquire, hold and enforce any and all Liens on Collateral granted by and of the Loan Parties to secure any of the Secured Obligations, together with such other powers and discretion as are reasonably incidental thereto. Upon request by the Administrative Agent at any time, the Required Lenders (acting on behalf of all the Lenders) will confirm in writing that the Administrative Agent’s and/or the Collateral Agent’s authority to release Liens or subordinate its interest the interests of the Secured Parties in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral7.11.

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

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers LC Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) Secured Cash Management Obligations and Secured Hedge Obligations as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, LC Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.018.02; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.18(r). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers C-BA Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit and Bankers’ Acceptances (other than Letters of Credit or Bankers’ Acceptances as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, C-BA Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(l); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, Each Lender hereby authorizes the Administrative Agent or the Collateral Agent, as applicable, will, to give blockage notices in connection with any Subordinated Debt at the Borrowers’ expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralnotices.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and ), the Swingline Lender, the L/C Issuers Issuer and the other Secured Parties irrevocably authorize either or both of the Administrative Agent to take the following actions, and the Collateral Agent, at its or their option and in its or their discretionAdministrative Agent hereby agrees to take such actions upon the Borrower’s request: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of all of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements, including cash collateralization or backstopping, arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or Disposed of or to be sold contemporaneously with the release of such Lien or Disposed of as part of or in connection with any sale or Disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0110.1; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(hSections 7.1(h), (n) or (o). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral or other property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral or other property from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release on behalf of the Administrative Agent and the Lenders any Guarantor from its obligations under its Guaranty and under the other Loan Documents (i) upon termination of the Aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties its Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.09.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, (iii) that is owned by a Person other than a Loan Party, including vessels under construction for third parties pursuant to a contract, that are held by a Loan Party as a bailee for such other Person, or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by clause (ii) of Section 7.01(h7.01(f) or Section 7.01(i); and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In Notwithstanding the foregoing, the Administrative Agent, the Lenders and L/C Issuer acknowledge and agree that (x) in the event that any Subsidiary ceases to be a direct or indirect Subsidiary of the Borrower as a result of a transaction permitted by this Agreement, then such Subsidiary shall automatically be fully and finally released from its obligations hereunder without any further action of the Administrative Agent, the Lenders, or the L/C Issuer, and (y) upon the transfer of any Collateral to a Person that is not a Loan Party pursuant to a Disposition permitted by this Agreement, the Security Interest (as defined in the Security Agreement) and Liens as to any such Collateral granted by the Loan Documents shall be deemed to be released automatically without any further action of the Administrative Agent, the Lenders, or the L/C Issuer upon the consummation of such Disposition (it being understood and agreed, for the avoidance of doubt, that (A) Railcar Sales in the Ordinary Course of Business are transactions expressly permitted under the Loan Documents and that the Administrative Agent’s Security Interest (as defined in the Security Agreement) and Liens in any railcars (but not the proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer in connection with any such Railcar Sales in the Ordinary Course of Business, and (B) upon the sale of a lease of railcars and all railcars that are Collateral that are subject to such lease pursuant to a Disposition permitted by this Agreement, the Administrative Agent’s Security Interest and Liens in such railcars and such lease (but not the proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer), and, in each case as specified in this Section 9.10instance, the Administrative Agent shall promptly upon written request from the Borrower, and at the expense of the Borrower, take all necessary action to document the full and final release of such Loan Party or the Collateral AgentCollateral, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10Documents. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party the Borrower in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuing Banks irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangementsunless cash-collateralized, including cash collateralization back-stopped or backstopping, reasonably otherwise provided for in a manner satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Issuing Bank, as applicable, shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Grantor or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.019.02; (ii) to release any Guarantor from its obligations under the Guaranties Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)6.02. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release any Lien or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.109.16. In each case as specified in this Section 9.109.16, the Administrative Collateral Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Grantor such documents as such Loan Party Grantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.16.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent to, and the Collateral Agent, at its or their option and in its or their discretion:Administrative Agent shall, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance the Obligations (other than (xA) contingent indemnification obligations and (B) so long as the Administrative Agent has not exercised any remedies under this Agreement or any other Loan Document, the obligations in respect of Swap Contracts and Treasury Management Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or any Recovery Event, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) upon termination of the Aggregate Revolving Commitments and payment in full of the Obligations (other than (A) contingent indemnification obligations and (B) so long as the Administrative Agent has not exercised any remedies under this Agreement or any other Loan Document, the obligations in respect of Swap Contracts and Treasury Management Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the affected L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) that constitutes an “Excluded Asset” (as such term is defined in the Security Agreement), or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank, and on behalf of their Affiliates in such capacities) and the each L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank that such amounts are then due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, (iii) in connection with the release of the Collateral provided in Section 10.19(a), or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.02(b), (d), (e) or (f) or (h), and to enter into any intercreditor agreement, subordination agreement or similar agreement with respect to any such property; and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Instruments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Credit Parties irrevocably authorize either or both of the Administrative Agent and the Collateral AgentAgents, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under any Guarantee of the Obligations hereunder if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under any Guarantee of the Guaranties Obligations hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, Agents will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Borrower such documents as such Loan Party the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under any Guarantee of the GuarantiesObligations hereunder, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Guarantor from its obligations under the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if the conditions set forth in clause (b)(i) below are satisfied; (b) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (other than or if any Letters of Credit as to which other arrangementsshall remain outstanding, including upon (x) the cash collateralization or backstopping, reasonably of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements Issuer of a backstop letter of credit on terms satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAdministrative Agent and L/C Issuer), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Credit Document (other than any such sale to another Credit Party), or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or authority of the Collateral Agent’s authority Agent to release or subordinate its interest in particular types or items property and of property, or the Administrative Agent to release any Guarantor from its obligations under the Guaranties hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party 10.10 in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralwith a transaction permitted hereunder.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and Letters of Credit Cash Collateralized) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, have been Cash Collateralized on terms reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeIssuers), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other the Loan Document Documents, or (C) subject to Section 10.10, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.12(f); and (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 9.14. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party Borrower or any Guarantor in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provision of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and each of the L/C Issuers Issuing Lenders irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations for which no claim has been made and (B) obligations and liabilities under Bank Products) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or to a Person that is not a Loan Party, (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01, or (iv) upon any Collateral Release Event as provided herein or pursuant to the Security Documents; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Purchase Money Lien or holder of Debt permitted under Section 7.01(l) on such property that is permitted by Section 7.01(h7.02(b). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Cash Management Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document; (iii) in connection with the Release of Guarantors and Collateral provided in Section 6.12(b) or any release of Liens permitted by Section 6.12(c) or 6.12(d); and (Civ) if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if (i) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) in connection with any Release of Guarantors and Collateral provided in Section 6.12(b) or any release of Guarantors permitted by Section 6.12(c) or 6.12(d). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Credit Parties irrevocably authorize either or both of the Administrative Agent and the Collateral AgentAgents, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted and any Other Liabilities which are not by their terms then due and payable, provided that the Agents shall have received such indemnities and collateral security as they shall have required in accordance with the terms of Section 10.11 to protect the Credit Parties against any obligations that may thereafter arise with respect to such Other Liabilities) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under any guarantee of the Obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under any guarantee of the Guaranties Obligations pursuant to this Section 9.109.09. In each case as specified in this Section 9.109.09, the Administrative Agent or the Collateral Agent, as applicable, 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 Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under any guarantee of the GuarantiesObligations, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.09.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xcontingent indemnity obligations, L/C Obligations that are Cash Collateralized and Obligations in respect of Secured Treasury Management Agreements) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale permitted or other disposition not prohibited hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:discretion to (and at the request of a Borrower, the Administrative Agent, shall): (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Property” (as such term is defined in the Security Agreement), or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunder; andunder the Loan Documents; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (d) release the Parent Guaranty (as defined under and in the Existing Credit Agreement). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, property or to release any Guarantor (including any guaranty under the Parent Guaranty (as defined under and in the Existing Credit Agreement)) from its obligations under the Guaranties Guaranty, in each case, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its the Administrative Agent’s interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case case, in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or Document, (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01, or (iv) by a Guarantor that is released pursuant to clause (b) below; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.03(f), (g), (n), (o), (p) or (r). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of the Lenders Section 10.09, each Lender (including in its capacities as a potential Hedge Treasury Management Bank and a potential Cash Management Swap Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:discretion (subject to the below provisions of this Section 10.10): (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations that survive the termination of this Agreement and for which no claims have been asserted and (B) obligations and liabilities arising under Secured Treasury Management Agreements or Secured Swap Agreements as to which arrangements satisfactory to the applicable Treasury Management Bank or Swap Bank have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); (c) to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.1010.10. In each case as specified above in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item items of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, items or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and under the circumstances set forth above in this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provision of Section 9.09, the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably direct authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes Excluded Property, or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) The Banks and the L/C Issuers Issuing Bank irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Credit Document, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing in accordance with Section 10.01by the Majority Banks; (iib) to release any Guarantor from its obligations Lien on any Mortgaged Property granted to or held by the Agent under the Guaranties if Mortgages, so long as (i) after giving effect to such Person ceases release, the Mortgaged Property Value shall not be less than 80% of the Oil and Gas Property Value as set forth in the most recent Oil and Gas Reserve Report, (ii) the Borrower shall deliver to the Agent a certificate in the form of Exhibit I hereto, which sets forth the calculation of Mortgaged Property Value and demonstrates and certifies that such Mortgaged Property Value equals or exceeds 80% of the Oil and Gas Property Value, after giving effect to such release of Mortgaged Property, and (iii) the Borrower identifies in writing on such certificate the Mortgaged Properties to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; andreleased and sets forth the value attributed thereto in the most recent Oil and Gas Reserve Report; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.2(c); and (d) to release any Guarantor from its obligations under any Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders Majority Banks will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties any Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral8.10.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuing Bank irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: , (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document (Ai) upon the final termination of all of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Credit Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h)under clause (h) of the definition of Permitted Encumbrance; and (c) to release any Guarantor from its obligations under its respective Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Credit Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Applicable Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Facility Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesFacility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and ), the Swingline Lender, the L/C Issuers Issuer and the other Secured Parties irrevocably authorize either or both of the Administrative Agent to take the following actions, and the Collateral Agent, at its or their option and in its or their discretionAdministrative Agent hereby agrees to take such actions upon the Borrower’s request: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent Agent, the Swingline Lender and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01;; and (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary Loan Party as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination the Discharge of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers applicable Issuing Lender shall have been made), made and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall aggregate Commitments have been madeterminated), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of to a Person other than a Loan Party as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) if such Collateral becomes Excluded Assets or (Civ) subject to Section 10.1, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.3(g); and (iii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. . (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Notwithstanding anything contained in any Loan Document, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guaranty of the Obligations (including any such guaranty provided by the Guarantors pursuant to the Guarantee and Collateral Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof; provided that, for the avoidance of doubt, in no event shall a Secured Party be restricted hereunder from filing a proof of claim on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law or any other judicial proceeding. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of such Secured Party (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement, to have agreed to the foregoing provisions. In furtherance of the foregoing, and not in limitation thereof, no Specified Swap Agreement and no Cash Management Agreement, the Obligations under which constitute Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the Obligations of any Loan Party under any Loan Document except as expressly provided herein or in the Guarantee and Collateral Agreement. By accepting the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement, any Secured Party that is a Cash Management Bank or a Qualified Counterparty shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:; (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) subject to Section 9.11, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) subject to Section 9.11, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01; (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and; (iiid) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); (e) notwithstanding anything contained herein or in the other Loan Documents to the contrary, to release all Collateral (exclusive of Cash Collateral and all guarantees) upon the satisfaction of the following conditions: (i) no Default shall have occurred and be continuing at the time of the proposed release; (ii) the Borrower’s Consolidated Leverage Ratio shall be 2.50 to 1.00 or less for at least two (2) consecutive fiscal quarters; and (iii) the aggregate amount of outstanding Term Loans shall be less than $100,000,000. The Administrative Agent and the Lenders agree that the Collateral shall be released upon the satisfaction of the conditions set forth in Section 9.10(e) above; provided, that if, following any such release, the Borrower’s Consolidated Leverage Ratio shall be greater than 2.50 to 1.00 for two (2) consecutive fiscal quarters, then, at the Borrowers expense, all Collateral released in accordance with the foregoing shall be provided by the Borrower and the Loan Parties as collateral security on the terms and conditions set forth in the Collateral Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Swap Bank and a potential Cash Treasury Management Bank) and the L/C Issuers Issuer irrevocably authorize either agree: (a) that any Lien on any Collateral granted to or both of held by the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: under any Loan Document shall be automatically released (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations under the Loan Documents (other than in respect of unasserted indemnification and expense reimbursement contingent indemnification obligations that survive the termination of this Agreement or obligations and liabilities under any Secured Swap Agreement or Secured Treasury Management Agreement, in each case, not yet due and payable) and the expiration or termination of all Letters of Credit, (ii) in connection with any disposition of such Collateral permitted hereunder or under any other Loan Document, or (iii) as approved, authorized or ratified in accordance with Section 11.01; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (B) holder of any Lien on such property that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with by Section 10.018.01(i); (iic) to release any Guarantor from subordinate, and authorize the Administrative Agent, at its obligations under the Guaranties if such Person ceases option and in its discretion, to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate subordinate, any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (d) any Guarantor shall be automatically released from its obligations under the Guaranty and this Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.1010.10. In each case as specified in this Section 9.10, Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Collateral AgentL/C Issuer any plan of reorganization, as applicablearrangement, will, at adjustment or composition affecting the Borrowers’ expense, execute and deliver to Obligations or the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release rights of such item of Collateral from the assignment and security interest granted under the Collateral Documents any Lender or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall authorize the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion vote in respect of the Collateralclaim of any Lender in any such proceeding.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (B) that is sold or to be sold otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0110.2; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on permitted pursuant to Section 7.2(h) or 7.2(p) in accordance with the terms of the Intercreditor Agreements; and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents (A) if such property that Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or (B) except after the occurrence and during the continuance of a Default or Event of Default, if such Person is permitted a Foreign Subsidiary and the guaranty by Section 7.01(h)(or pledge of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary) of) such Foreign Subsidiary results in a material adverse tax consequence for the Borrower or results in a violation of Applicable Laws. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty and Security Agreement pursuant to this Section 9.109.9. In each case as specified in this Section 9.109.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expenseBorrower’s expense and upon delivery by the Borrower to the Administrative Agent of an officer’s certificate from a Responsible Officer certifying that such release complies with this Section 9.9, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty and Security Agreement, in each case case, in accordance with the terms of the Loan Documents and this Section 9.109.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 7.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities or on behalf of any of its Affiliates in its capacity as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0111.2; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien permitted by Section 8.3(d); and (iii) to release any Guarantor from its obligations under the Guaranties any Loan Documents if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.1010.9. In each case as specified in this Section 9.1010.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an asset disposition permitted pursuant to this Agreement, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to any Lender or the Lenders Issuing Lender for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit and Bankers’ Acceptances (other than Letters of Credit and Bankers’ Acceptances as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that either is sold or to be sold as part of or in connection with any sale or Disposition permitted hereunder or under any other Loan Document (including, without limitation, as a result of an Investment permitted to be made hereunder), or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or 7.01(k); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (C) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property Property that is permitted by Section 7.01(h8.03(c); and Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10. (b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities as a potential Hedge Bank and a or potential Cash Management BankBank Product Lender) and the L/C Issuers Issuing Lender irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (i) to release any Lien on any property granted to or held by the Administrative Agent (for the benefit of the Secured Parties) under any Loan Document (Ax) upon termination of the Aggregate all Commitments and payment in full of all Finance Secured Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the Agent and the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document Documents, or (Cz) subject to Section 11.2, if approved, authorized or ratified in writing in accordance with Section 10.01by the Requisite Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent (for the benefit of the Secured Parties) under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.9(g); and (iii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.1010.10. In each case as specified in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party Borrower or any Subsidiary Guarantor, as applicable, such documents as Borrower or such Loan Party Subsidiary Guarantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Agreements or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuarantiesSubsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 10.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower or any Loan Party Subsidiary Guarantor in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and Cash Management Bank, a potential Cash Management Hedge Bank, a potential Secured Facility Bank or an Existing Guaranty Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of on the date on which all Obligations (including any then due and owing indemnity obligations hereunder but excluding any Ancillary Obligations) shall be indefeasibly paid in full in cash (or cash collateralized on reasonably satisfactory terms), and the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers hereunder shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)terminated, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or Document, (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01;, or (iv) otherwise in accordance with Section 6.11(e). (iib) to release any Subsidiary Guarantor from its obligations under the Guaranties any Subsidiary Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties any Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantiesany Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities capacity as a potential Hedge Bank and a potential Cash Management Bank or a potential Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon the termination of the Aggregate Commitments Commitments, the termination of the Canadian Commitment and payment in full the repayment of all Finance other Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)hereunder, (Bii) that is sold or to be sold otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(j); and (c) to release any Guarantor from its obligations under the US Guaranty, any Canadian Guarantee and the Contribution Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any US Guarantor or any Canadian Guarantor from its obligations under the Guaranties US Guaranty, any Canadian Guarantee and the Contribution Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. The Administrative Agent agrees to release any US Guarantor or any Canadian Guarantor that ceases to be a Subsidiary as a result of a transaction permitted hereunder from its obligations under the US Guaranty, the applicable Canadian Guarantee and the Contribution Agreement; provided that (i) the Administrative Agent shall have received all confirmations of authority, if any, requested pursuant to this Section 9.10with respect to such release, (ii) at the time of such release, no Default shall exist or would result from such release, and (iii) after giving effect to such release, the US Borrower shall be in compliance with all of the terms and provisions of Section 6.12 without giving effect to the 30 day grace period to perform the terms and provisions thereof. The Administrative Agent agrees to release any Liens on any Collateral disposed of as expressly permitted by Section 7.05 to any Person other than a Loan Party, and agrees that any such Collateral so disposed of shall be sold free and clear of the Liens created by the Loan Documents; provided that the Administrative Agent shall have received all confirmations of authority, if any, requested pursuant to this Section 9.10 with respect to such release.

Collateral and Guaranty Matters. Each Without limiting the provisions of the Lenders Section 10.09, each Lender (including in its capacities as a potential Hedge Treasury Management Bank and a potential Cash Management Swap Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); (c) to execute and deliver one or more lien priority agreements in connection with the Company’s or a Subsidiary’s participation in a customer’s supplier financing program permitted hereunder; and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Credit Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted) and the expiration expiration, termination or termination Cash Collateralization of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)clause (h) of the definition of Permitted Encumbrances; and (c) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Applicable Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Facility Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the BorrowersLoan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesFacility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release on behalf of the Administrative Agent and the Lenders any Guarantor from its obligations under its Guaranty and under the other Loan Documents (i) upon termination of the Aggregate Term Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) subject to Section 10.01, if approved, authorized or ratified in writing, by the Lenders required for such action. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties its Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.09.

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

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Banki) and the L/C Issuers The Secured Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ax) upon termination of the Aggregate all Loan Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers applicable Issuing Lender shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as made pursuant to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeSubsection 1.16), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document Documents, or (Cz) subject to Subsection 9.2, if approved, authorized or ratified in writing in accordance with Section 10.01by the Requisite Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on Permitted Encumbrance; and (c) to release any Guarantor from its obligations under the Guaranty if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Subsection 8.2(K). (ii) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made to the extent not expressly provided in the Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or pursuant to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Section 9.11, or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (iib) to release any Guarantor from its obligations under the Guaranties if such Person ceases Guaranty, Security Agreement, and Pledge Agreement pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderSection 9.11; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty and Security Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty and Security Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition to a Person other than a Loan Party permitted hereunder or under any other the Loan Document Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 10.019.02; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on permitted pursuant to Section 6.02(d); and (iii) to release any Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Loan Party Guaranty pursuant to this Section 9.108.09. In each case as specified in this Section 9.108.09, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesLoan Party Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.09. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 6.09 to a Person other than a Loan Party, the Liens created by any of the Collateral Documents on such property shall be automatically released without need for further action by any person. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders and Lead Arrangers (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Cash Management Specified Credit Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Cash Management Specified Credit Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.019.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderhereunder or if such Person is merged, liquidated, dissolved or consolidated into another Guarantor or its assets are sold as permitted under the terms of the Loan Documents and, in the case of such liquidation, dissolution or sale the assets of such Person or the proceeds thereof, as applicable, are distributed to (x) the Borrower or (y) the Subsidiary of the Borrower holding all of the Equity Interests of such Person or into which such Person is dissolved or liquidated; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h5.02(a). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.107.10. In each case as specified in this Section 9.107.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral7.10.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Facility Termination Date, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and (d) to (i) hold Liens created under any Collateral Document governed by the laws of Mauritius (including, without limitation, the Fabrinet Mauritius Share Pledge) and (ii) the other rights resulting from any such Collateral Document governed by the laws of Mauritius (including all proceeds of realization), in trust for the benefit of the Secured Parties pursuant to the terms of this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral each Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent Agents under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent Agents under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty and Collateral Agreement if such Person ceases to be a Subsidiary of the Borrower (or in the case of Finance Co, a Subsidiary of Parent) as a result of a transaction permitted hereunder. Upon request by the Administrative either Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantiesguaranty contained in the Guaranty and Collateral Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Neither the Administrative Agent nor the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties U.K. Guaranty or the Domestic Guaranty, as the case may be, if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i) or 7.01(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties U.K. Guaranty or the Domestic Guaranty, as the case may be, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesU.K. Guaranty or the Domestic Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance the Obligations (other than (xA) contingent indemnification or reimbursement obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers Issuer shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank made or Cash Management Bank, as applicable, shall that have been madeCash Collateralized in the amount of the Minimum Collateral Amount), (Bii) that is sold or to be sold otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

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

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made and (B) obligations and liabilities under Secured Treasury Management Agreements and Secured Swap Contracts as to which arrangements satisfactory to the applicable provider thereof shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the Applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold transferred or to be sold transferred (with the effectiveness of such release to be contingent upon consummation of such transaction) as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) to release any Guarantor (other than the Parent) from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. Each of the Lenders and Lead Arrangers (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Cash Management Specified Credit Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Cash Management Specified Credit Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.019.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Restricted Subsidiary as a result of a transaction permitted hereunderhereunder or if such Person is merged, liquidated, dissolved or consolidated into another Guarantor or its assets are sold as permitted under the terms of the Loan Documents and, in the case of such liquidation, dissolution or sale the assets of such Person or the proceeds thereof, as applicable, are distributed to (x) the Borrower or (y) the Subsidiary of the Borrower holding all of the Equity Interests of such Person or into which such Person is dissolved or liquidated; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h5.02(a). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.107.10. In each case as specified in this Section 9.107.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral7.10.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuing Bank irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document (including any transfer to a permitted Receivables Facility where the Lien is permitted pursuant to Section 6.2(g)), or (Ciii) subject to Section 9.2, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)6.2; and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral8.10.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x1) unasserted contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements, Secured Bilateral Letter of Credit Facilities or Secured Closing Date Bilateral Facilities as to which arrangements satisfactory to the applicable Cash Management Bank, Hedge Bank, Bilateral L/C Issuer or holder of Debt under a Secured Closing Date Bilateral Facility shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition to a Person other than a Credit Party permitted hereunder or under any other the Loan Document Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0113.9; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Permitted Lien on under Section 9.2(h); and (iii) to release any Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)under the Loan Documents. 93782947_8 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Subsidiary Guaranty Agreement pursuant to this Section 9.1012.11. In each case as specified in this Section 9.1012.11, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Parent Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesArticle X, in each case in accordance with the terms of the Loan Documents and this Section 9.1012.11. 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 9.8 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (Bii) that is sold or to be sold as part of or in connection with any sale disposition permitted hereunder or under any other Loan Document (including in connection with any Servicing Advance Facility), or (Ciii) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Supermajority Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Finance Loan Document in connection with any Servicing Advance Facility; (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or if all of such Person’s assets are sold or liquidated as permitted under the terms of the Loan Documents and the proceeds thereof are distributed to a Loan Party; and (d) to acquire, hold and enforce any and all Liens on Collateral granted by and of the Loan Parties to secure any of the Secured Obligations, together with such other powers and discretion as are reasonably incidental thereto; provided that, with respect to the holder foregoing Sections 7.11(a), (b) and (c), the Borrower certifies to the Administrative Agent in writing that the transaction necessitating such release has been consummated in compliance with the terms of any Lien this Agreement (and the Administrative Agent may rely conclusively on such property that is permitted by Section 7.01(hcertificate, without further inquiry). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders (acting on behalf of all the Lenders) will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release Liens or subordinate its interest the interests of the Secured Parties in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.107.11. In addition, with respect to any Servicing Advance Facility described in Section 5.02(a)(viii), each case as specified in this Section 9.10, of the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute Lenders hereby authorizes and deliver directs CNAI to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release enter into any intercreditor arrangements on behalf of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesLender, in each case to the extent that such intercreditor arrangements are on the terms and conditions reasonably satisfactory to the Required Lenders, and agrees that CNAI in accordance with its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Loan Documents such intercreditor arrangements. Each Lender (and this each Person that becomes a Lender hereunder pursuant to Section 9.10. The Administrative Agent shall not 9.07) hereby (i) acknowledges that CNAI may 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 acting under such intercreditor arrangements in connection therewith, nor shall multiple capacities as the Administrative Agent be responsible (and/or the Collateral Agent) and the administrative agent and/or the collateral agent or liable other agent under any Servicing Advance Facility and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to the Lenders for assert against CNAI any failure to monitor claims, causes of action, damages or maintain any portion liabilities of the Collateralwhatever kind or nature relating thereto.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition to a Person other than a Credit Party permitted hereunder or under any other the Loan Document Documents, as certified by the Borrower, or (C) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.0112.2; provided that any release of all or substantially all of the Collateral shall be subject to Section 12.2(i); (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on permitted pursuant to Section 9.2(h) and (j); provided that the subordination of all or substantially all of the Collateral shall be subject to Section 12.2(i); and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by Section 7.01(h)the Borrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.1011.9. In each case as specified in this Section 9.1011.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1011.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) Notwithstanding the foregoing, the parties hereto acknowledge and agree (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and/or perfection requirements set forth in this Agreement and the other Loan Documents, (ii) the Administrative Agent may grant extensions of time for the creation and/or perfection of Liens in a particular property (including extensions of time beyond the Closing Date) where it determines that such creation and/or perfection cannot be accomplished without undue effort and/or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document and (iii) except with respect to the pledge of the Capital Stock of Cirrus Logic UK pursuant to the Cirrus Logic UK Pledge Agreement, no Credit Party shall be required to take actions outside the United States to create and/or perfect local law security in any Collateral. (c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of The Secured Parties, the Lenders and the L/C Issuer (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder (including by waiver or consent) or under any other Loan Document Document, or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Majority Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder Holder of any Lien on such property that is permitted by Sections 7.02(g) and (i) (including by waiver or consent); (c) enter into the 2010 Intercreditor Agreement and the Intercreditor Agreement and take all such action or inaction deemed necessary or advisable by it to permit the transactions described in Section 7.01(h7.05(i) and Section 9.12; and (d) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder (including by waiver or consent). Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, take such action or inaction as set forth herein or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 10.10, each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuing Banks irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the Agent and the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes Excluded Property (as such term is defined in the U.S. Security Agreement or the Canadian Security Agreement, as the case may be), (iv) that constitutes a Lien permitted in Section 6.15(iii), or (Cv) if approved, authorized or ratified in writing in accordance with Section 10.01;11.01; and (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.1010.11; provided that, in the case of any request of any of the Loan Parties that the Agent release its interests on any property contemplated in clause (a)(iv) of this Section 10.11 above and in Section 6.15(iii), each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Banks irrevocably authorize and direct the Agent to provide such release without any further consent or direction on the part of any Person. In each case as specified in this Section 9.1010.11, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemSecurity Documents, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.11. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank or, in the case of any such Secured Hedge Agreement provided or arranged by GECC or an Affiliate of GECC, to GECC shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0112.2; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on Permitted Lien; and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Subsidiary Guaranty Agreement pursuant to this Section 9.1011.9. In each case as specified in this Section 9.1011.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Credit Party such documents as such Loan Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesSubsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1011.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the each L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) unasserted or contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, (iii) that is subject to a Lien permitted by Section 7.01(i) to the extent the documents governing such Lien do not permit the Lien of the Administrative Agent on such property, or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities or on behalf of any of its Affiliates in its capacity as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification or similar obligations not then due and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuing Lender shall have been made), (B) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0111.2; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien permitted by Section 8.3(d); and (iii) to release any Guarantor from its obligations under the Guaranties any Loan Documents if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary pursuant to clause (a) or clause (e) of such definition, in each case, as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by under the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.1010.9. In each case as specified in this Section 9.1010.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to 202564162_8 subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an asset disposition permitted pursuant to this Agreement, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to any Lender or the Lenders Issuing Lender for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral AgentAgents, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the such Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent obligations under Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z)contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or (Cother than to a Loan Party), (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; by the Required Lenders or (iiiv) to owned by a Guarantor upon release any of such Guarantor from its obligations under the Guaranties if such Person ceases its Guaranty pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; andclause (c) below; (iiib) to subordinate any Lien on any property granted to or held by the applicable Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the either Administrative Agent at any time, the Required Lenders will confirm in writing the such Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the applicable Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ U.S. Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.11.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Lender, each L/C Issuers Issuer and each of the other Secured Parties irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral AgentAgent to, at its or their option and in its or their discretionthe Administrative Agent and the Collateral Agent each hereby agrees with the Company: (ia) to release any Lien on any Collateral and any other property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination or Cash Collateralization in accordance with Section 2.03(g) of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold the subject of a Disposition or to be sold as part other transfer permitted under and accomplished in accordance with the terms of or in connection with any sale permitted hereunder or under any other Loan Document this Credit Agreement, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01;; and MSGN – A&R Credit Agreement (2019) (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Company or the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each (a) The Administrative Agent, is also hereby designated as collateral agent under the Security Documents, is hereby authorized to act on behalf of the Lenders (including Lender Parties, in its capacities own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as a potential Hedge Bank and a potential Cash Management Bank) and secured party with respect to the L/C Issuers irrevocably authorize either or both of Collateral hereunder, the Administrative Agent shall act as collateral agent, for itself and for the ratable benefit of the Lender Parties, and such role as administrative agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages, and other Collateral documentation. (b) The Lender Parties irrevocably authorize the Administrative Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (C) subject to Section 11.12, if approved, authorized or ratified in writing in accordance with Section 10.01;by the Majority Lenders; and (ii) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.7.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Secured Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) , to release any Guarantor and any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Termination Date, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.01; 12.01, and to execute in connection with such events such payoff letters and related documentation in form and substance satisfactory to Administrative Agent, in its sole discretion, as shall in Administrative Agent’s sole discretion be deemed advisable. In connection with any such release, each Lender, the L/C Issuer and the Support Providers hereby direct the Administrative Agent, and the Administrative Agent agrees that it shall, upon the reasonable request of the Borrower Representative (and except in the case where the Termination Date has actually occurred, so long as no Default or Event of Default then exists), to (i) promptly execute and deliver or file such documents and perform other actions reasonably requested to release the guaranties and the Liens and (ii) deliver to release the Loan Parties any Guarantor from its obligations under portion of such Collateral so released in the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result possession of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent or as otherwise required under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h)Loan Documents, Subordination Agreement or applicable Law, in each case without recourse, representation or warranty. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranties pursuant to this Section 9.1011.11. In each case as specified in this Section 9.10, the The Secured Parties hereby irrevocably authorize Administrative Agent or the Collateral Agent(absent, as applicablewith respect to any particular transaction, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral Administrative Agent receiving contrary written bidding instructions from the assignment and security interest granted under the Collateral Documents Required Lenders before such transaction), to credit bid all or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralObligations (including, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise)) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Section 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Administrative Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (h) of Section 12.01 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders)), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Collateral and Guaranty Matters. Each (a) The Collateral Agent, as collateral agent hereunder and under the Security Documents, is hereby authorized to act on behalf of the Lenders (including Secured Parties, in its capacities own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as a potential Hedge Bank secured party with respect to the Collateral hereunder, the Collateral Agent shall act as collateral agent, for itself and a potential Cash Management Bankfor the ratable benefit of the Secured Parties, and such role as Collateral Agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages and other Collateral documentation. (b) and the L/C Issuers The Lenders irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its discretion, and the Collateral Agent may, without further written consent or their discretionauthorization from Lenders (subject to Section 11.12 hereof), and agrees with and for the benefit of Duratek that it shall execute any documents or instruments and take any further actions, in each case at the sole cost and expense of Duratek, necessary: (i) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeobligations), (B) that is sold or transferred or to be sold or transferred as part of or in connection with any sale sale, or transferred in any liquidation or merger, in each case, permitted hereunder or under any other Loan Document Document, or (C) subject to Section 11.12, if approved, authorized or ratified in writing in accordance with Section 10.01;by the Majority Lenders; or (ii) to release any Guarantor (other than Parent) from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.7.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Secured Parties and the Lenders (in each case including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank, if applicable) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Cash Management Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is transferred, sold or conveyed or to be sold off as part of or in connection with any sale or conveyance permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) in the case of Equity Interests of a Foreign Subsidiary in connection with the liquidation or dissolution of such Foreign Subsidiary permitted hereunder, or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.10 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon request.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and each of the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements, Foreign Line of Credit Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank, Foreign Line of Credit Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty or Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; (c) to release any Guarantor from its obligations under the Guaranty or becomes an Excluded Collateral Documents if such Person ceases to be a Material Subsidiary (other than Ashland Licensing and Intellectual Property LLC and Ash GP LLC (in the case of Ash GP LLC, so long as Ash GP LLC is the general partner of AshOne C.V.)) as a result of a transaction permitted hereunder; and (iiid) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expenseBorrower’s expense and upon receipt of any certifications reasonably requested by the Administrative Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of The Secured Parties, the Lenders and the L/C Issuer (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder (including by waiver or consent) or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Majority Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder Holder of any Lien on such property that is permitted by Sections 7.02(h) and (j) (including by waiver or consent); (c) enter into the Intercreditor Agreement and take all such action or inaction deemed necessary or advisable by it to permit the transactions described in Section 7.01(h7.05(s) and Section 9.12; and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder (including by waiver or consent). Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, take such action or inaction as set forth herein or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretionAgent to: (i) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Aw) upon termination of the Aggregate Commitments and payment Payment in full of all Finance Obligations (other than Full, (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold or otherwise disposed to be sold a Person other than a Loan Party as part of or in connection with any 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 (Cz) subject to Section 9.01, if approved, authorized or ratified in writing in accordance with Section 10.01;by the Required Lenders or such other number or percentage of Lenders required hereby; and (ii) to release any Guarantor from its obligations under the Guaranties if Guarantee and Collateral Agreement upon Payment in Full or such Person ceases Guarantor ceasing to be a Subsidiary Loan Party pursuant to the terms of this Agreement. US-DOCS\156469512.3 In connection with any release under this Section 8.10, to the extent that any instrument, notice, document or becomes 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 Excluded Subsidiary 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 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 hereunder; and (iii) to subordinate receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Lien on Guarantor or any property granted to substantial part of its property, or held by the Administrative Agent under any Finance Document to the holder of any Lien on otherwise, all as though such property that is permitted by Section 7.01(h)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 and/or or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty and Collateral Agreement pursuant to this Section 9.108.10. (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 Notwithstanding anything contained in the Loan Documents or otherwise to the contrary, the Collateral Agent shall 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, perfecting or maintaining any Lien or security interest created under the Loan Documents or otherwise; (ii) take any steps to preserve rights against any Person with respect to any Collateral; (iii) insure, 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 contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each case as specified in this Section 9.10Lender hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the US-DOCS\156469512.3 Guarantee and Collateral Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the Security Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, will, at for the Borrowers’ expense, execute and deliver to benefit 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 Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case 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 Section 9.10. The Administrative (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into on any representation or warranty regarding the existence, value or collectability of the CollateralCollateral 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 existenceCollateral Agent (or any Lender, priority except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or perfection otherwise of the Administrative 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’s Lien thereon, as agent for and representative of the Secured Parties (but not any Lender or any certificate prepared by any Loan Party Lenders in connection therewithits or their respective individual capacities) shall be entitled, nor shall upon written direction from the Administrative Agent be responsible (acting upon the written direction of the Required Lenders), for the purpose of bidding and making settlement or liable to payment of the Lenders purchase price for any failure to monitor all or maintain any portion of the CollateralCollateral 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 Document to which the Collateral Agent is a party.

Collateral and Guaranty Matters. Each (a) The Administrative Agent, as collateral agent hereunder and under the Security Documents, is hereby authorized to act on behalf of the Lenders (including Secured Parties, in its capacities own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents. In connection with its role as a potential Hedge Bank and a potential Cash Management Bank) and secured party with respect to the L/C Issuers irrevocably authorize either or both of Collateral hereunder, the Administrative Agent shall act as collateral agent, for itself and for the ratable benefit of the Secured Parties, and such role as administrative agent shall be disclosed on all appropriate accounts, certificates, filings, mortgages, and other Collateral documentation. (b) The Lender Parties irrevocably authorize the Administrative Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (C) subject to Section 11.12, if approved, authorized or ratified in writing in accordance with by the Majority Lenders (or, if required under Section 10.01;11.12(b)(iii) hereof, all Lender Parties); and (ii) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Majority Lenders (or where required under Section 11.12, all Lender Parties) will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.7.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Banka) and the L/C Issuers The Secured Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment Payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Full, (B) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under the Loan Documents (including any other Loan Document Property owned by a Restricted Subsidiary that is designated as an Unrestricted Subsidiary in accordance with Section 8.6(b)), or (C) if approved, authorized or ratified in writing in accordance with by the Majority Lenders or all Lenders, as applicable, under Section 10.0112.10; (ii) to subordinate (or release) 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 8.2 or if approved, authorized or ratified in writing by the Majority Lenders in connection with a debtor-in-possession financing provided to Borrower or any Loan Party; (iii) to release any Guarantor from its obligations under the Guaranties Guaranty if 100% of the Equity Interests in such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of Guarantor are sold in a transaction permitted hereunderunder the Loan Documents (or if such Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 8.6(b)); and (iiiiv) to subordinate take any Lien on any property granted to or held by the Administrative Agent under any Finance Document other action with respect to the holder of any Lien on such property Collateral that is permitted by Section 7.01(h)or required under the Hedge Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.1011.9. In each case as Upon the occurrence of any of the events specified in this Section 9.1011.9(a)(i)(A), the (B) or (C) or Section 11.9(a)(iii), at Borrower’s sole cost and expense, Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, 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 Loan Documents or to subordinate its interest in such item, or to and/or release such the applicable Guarantor from its obligations under its Guaranty, as the Guarantiescase may be. In connection with any such request by ▇▇▇▇▇▇▇▇, in each case in accordance with 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 9.10. The Administrative 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 the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Guarantor from its obligations under the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or if the conditions set forth in clause (b)(i) below are satisfied; (b) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations not then due and payable and (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (other than or if any Letters of Credit as to which other arrangementsshall remain outstanding, including upon (x) the cash collateralization or backstopping, reasonably of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements Issuer of a backstop letter of credit on terms satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAdministrative Agent and L/C Issuer), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Credit Document (other than any such sale to another Credit Party, other than Holdings), or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or authority of the Collateral Agent’s authority Agent to release or subordinate its interest in particular types or items property and of property, or the Administrative Agent to release any Guarantor from its obligations under the Guaranties hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. Each of The Secured Parties, the Lenders and the L/C Issuer (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder (including by waiver or consent) or under any other Loan Document Document, or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Majority Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder Holder of any Lien on such property that is permitted by Section 7.01(h7.02(g) and (i) (including by waiver or consent); and (c) enter into the Intercreditor Agreement and take all such action or inaction deemed necessary or advisable by it to permit the transactions described in Section 7.05(g) and Section 9.12; and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder (including by waiver or consent). Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, take such action or inaction as set forth herein or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities capacity as a potential Hedge Bank and a potential Cash Management Bank, a potential Hedge Bank, and a potential Trade Bank) and the each L/C Issuers Issuer irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Trade Documents) and the expiration or termination of all Letters of Credit (other than Letters and any Letter of Credit as to the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other arrangements, including cash collateralization or backstopping, credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeIssuer), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, (iii) in connection with the release of the Collateral provided in Section 11.21(a) or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(f). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Instruments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 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.. 103

Collateral and Guaranty Matters. Each Without limiting the provisions of the Lenders Section 10.09, each Lender (including in its capacities as a potential Hedge Treasury Management Bank and a potential Cash Management Swap Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:discretion (subject to the below provisions of this Section 10.10): (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations that survive the termination of this Agreement and for which no claims have been asserted and (B) obligations and liabilities arising under Secured Treasury Management Agreements or Secured Swap Agreements as to which arrangements satisfactory to the applicable Treasury Management Bank or Swap Bank have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (Ciii) if approved, authorized or ratified in writing as approved in accordance with Section 10.0111.01; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty, pursuant to this Section 9.1010.10. In each case as specified above in this Section 9.1010.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item items of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, items or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and under the circumstances set forth above in this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each of the Lenders and the other Secured Parties (including each Lender in its capacities capacity as a potential Hedge Bank and a potential Cash Swap Lender and/or Treasury Management Bank) Party), and the L/C Issuers Issuing Bank, irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ax) upon termination of all of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document Documents, or (Cz) subject to Section 12.02, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)9.03; and (iii) to release any Guarantor (other than the Borrower) from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary of the Parent as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty Agreement pursuant to this Section 9.10Article XI. In each case as specified in this Section 9.1011.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Instruments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 11.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the (a) The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of and direct the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretionas applicable: (i) to release any Lien on any property Property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Total Revolving Credit Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (unless cash collateralized or subject to other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeIssuing Lender), (Bii) that is sold or to be sold as part Disposed of or in connection with any sale or other Disposition permitted hereunder or under any other the Loan Document Documents, or (Ciii) subject to Section 10.1, if otherwise approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under (in the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and Administrative Agent’s discretion (iiiexercised reasonably)) to subordinate any Lien on any property Property granted to or held by the such Administrative Agent or Collateral Agent under any Finance Loan Document to the holder of any Lien on such property Property that is permitted by Section 7.01(h)7.3; provided that any such subordination that would result in Liens under the Loan Documents being subordinated to Liens granted or existing pursuant to Section 7.3(a) or (k) securing obligations exceeding $5,000,000 in the aggregate, the consent of the Required Lenders shall be required to be obtained prior to effecting such subordination; and (iii) to release any Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement if such Person ceases to be a Subsidiary Guarantor as a result of a Disposition or any other transaction permitted under any Loan Document. (b) In connection with a termination or release pursuant to this Section 9.12, the Administrative Agent and the Collateral Agent shall promptly execute and deliver to the applicable Loan Party, at the Borrower’s expense, all documents that the applicable Loan Party shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral such Agent’s authority to release or subordinate its interest in particular types or items of propertyProperty, or to release any Subsidiary Guarantor from its obligations under the Guaranties Guaranty and Collateral Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.12.

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral AgentAgents, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the such Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent obligations under Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z)contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold transferred or to be sold transferred as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document or (Cother than to a Loan Party), (iii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; by the Required Lenders or (iiiv) to owned by a Guarantor upon release any of such Guarantor from its obligations under the Guaranties if such Person ceases its Guaranty pursuant to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; andclause (c) below; (iiib) to subordinate any Lien on any property granted to or held by the applicable Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the either Administrative Agent at any time, the Required Lenders will confirm in writing the such Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.109.11. In each case as specified in this Section 9.109.11, the applicable Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ U.S. Borrower's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such itemDocuments, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral9.11.

Collateral and Guaranty Matters. Each of The Lenders and the Lenders Issuing Bank (including in its their capacities as a potential Hedge Bank and a potential Cash Management Bank and potential Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: , (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) any contingent indemnification obligations obligation or similar contingent obligation not yet due and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), payable and (y) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Hedge Agreements that are subject to cash collateral or other similar credit support reasonably satisfactory to each applicable Cash Management Agreements as to which arrangements satisfactory to Bank and Hedge Bank) and the applicable Hedge Bank expiration or Cash Management Bank, as applicable, shall have been made)termination or cash collateralization of all Letters of Credit, (Bii) that is sold or transferred, or to be sold or transferred, as part of or in connection with any sale or transfer permitted hereunder or under any other Loan Document (and upon such permitted sale or transfer (other than to another Loan Party that is a signatory to the Security Agreement), the Lien on such property so sold or transferred shall be automatically released), or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; 9.02; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and and (iiic) to subordinate any Lien Lien, or to enter into or amend any intercreditor agreement with respect to any Lien, on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h6.02(b), 6.02(d) or 6.02(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.108.02. In each case as specified in this Section 9.108.02, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.108.02. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding Lenders party hereto on the existence, value or collectability of Effective Date (which constitute all “Lenders” and all “Required Lenders” under and as defined in the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable Existing Credit Agreement) hereby consent to the Lenders for any failure to monitor or maintain any portion release of each of Tsubo, LLC, a Delaware limited liability company, Mozo, Inc., a Colorado corporation, Deckers Acquisition, Inc., a Delaware corporation and the CollateralReal Estate Subsidiary from their respective obligations under the “Guaranty,” the “Security Agreement” and each other “Loan Document” (as such terms are defined in the Existing Credit Agreement).

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the each L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Guarantor from its obligations under the Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if the conditions set forth in clause (b)(i) below are satisfied; (b) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations not then due and payable, (B) obligations and liabilities under Swap Contracts and Treasury Management Agreements not then due and payable) and the expiration or termination of all Letters of Credit (other than or if any Letters of Credit as to which other arrangementsshall remain outstanding, including upon (x) the cash collateralization or backstopping, reasonably of the Outstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and Issuer (if other than the Administrative Agent) or (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements the receipt by the applicable L/C Issuer of a backstop letter of credit on terms satisfactory to the Administrative Agent and the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeL/C Issuer (if other than the Administrative Agent)), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Credit Document (other than any such sale to another Credit Party), or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Finance Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(h8.01(i). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or authority of the Collateral Agent’s authority Agent to release or subordinate its interest in particular types or items property and of property, or the Administrative Agent to release any Guarantor from its obligations under the Guaranties hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities capacity as a potential Hedge Bank and a potential Cash Management Bank, a potential Hedge Bank, and a potential Trade Bank) and the each L/C Issuers Issuer irrevocably authorize either or both of authorizes the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Secured Trade Documents) and the expiration or termination of all Letters of Credit (other than Letters and any Letter of Credit as to the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other arrangements, including cash collateralization or backstopping, credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeIssuer), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, (iii) in connection with the release of the Collateral provided in Section 11.21(a) or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(f). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents Security Instruments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and Cash Management Bank, a potential Cash Management Hedge Bank, a potential Secured Facility Bank or an Existing Guaranty Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of on the date on which all Obligations (including any then due and owing indemnity obligations hereunder but excluding any Ancillary Obligations) shall be indefeasibly paid in full in cash (or cash collateralized on reasonably satisfactory terms), and the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers hereunder shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)terminated, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or Document, (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01;, or (iv) otherwise in accordance with Section 6.11(e). (iib) to release any Subsidiary Guarantor from its obligations under the Guaranties any Subsidiary Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties any Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guarantiesany Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, 156 #47923322 the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, under any Loan Document (Ai) upon the termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.019.02; (iib) to release any Guarantor from its obligations Obligations under the Guaranties any Loan Documents if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate or release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(hpursuant to Sections 5.02(a)(iv), (v) or (vi). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations Obligations under the Guaranties Guaranty pursuant to this Section 9.107.09. In each case as specified in this Section 9.107.09, the Administrative Agent or the Collateral Agent, as applicable, Agent will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations Obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.107.09. The Administrative Agent shall not be responsible for In the case of any such sale, transfer or have disposal of any property constituting Collateral in a duty transaction permitted pursuant to ascertain or inquire into Section 5.02(e), the Liens created by 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 Collateral Documents on such property shall be automatically released without need for further action 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 Collateralperson.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank Cash Management Bank, potential Foreign Obligation Provider and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretionto: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination the occurrence of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been made)Facility Termination Date, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) that is owned by a Guarantor that is released from its Guaranty pursuant to Section 9.10(c) or (Civ) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.0111.01; and in connection with any transaction expressly contemplated under this Section 9.10(a) the Administrative Agent agrees that it shall provide such a release; (iib) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and in connection with such a transaction the Administrative Agent agrees that it shall provide such a release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the applicable Borrowers’ expense, execute and deliver to the applicable Loan Party such documents and take such other actions as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Secured Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Hedge Cash Management Agreements and Secured Cash Management Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank or Cash Management Bank, as applicable, shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h)7.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release and to authorize the Collateral Agent to release any Lien on any property granted to or held by Administrative Agent or the Administrative Collateral Agent under any Loan Document (Ai) upon termination or expiration of the Aggregate Commitments all Existing LCs and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (yB) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Services Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Bank shall have been made), (Bii) that is sold sold, transferred, or assigned or to be sold sold, transferred, or assigned as part of or in connection with any sale sale, transfer, or assignment permitted hereunder or under any other Loan Document or Document, (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0112.5, or (iv) if permitted pursuant to the Intercreditor Agreement; (iib) to release or authorize the Collateral Agent to release any Subsidiary Guarantor (other than any Subsidiary Guarantor that is a Material Subsidiary) from its obligations under the Guaranties a Subsidiary Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction Disposition of assets permitted hereunderhereunder or if approved, authorized or ratified in accordance with Section 12.5 and the Intercreditor Agreement; and (iiic) to subordinate or to authorize the Collateral Agent to subordinate any Lien on any property granted to or held by Administrative Agent or the Administrative Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by pursuant to Section 7.01(h9.3(f) or 9.3(g). Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate subordinate, and to authorize the Collateral Agent to release or subordinate, its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.10.

Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank and a potential or Cash Management Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Aggregate Commitments Revolving Credit Commitment and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Issuing Bank or Cash Management Bank, as applicable, shall have been made), (B) that is sold disposed of or to be sold disposed of as part of or in connection with any sale sale, transfer, or other disposition permitted hereunder or under any other Loan Document (other than sales, transfers or other dispositions among Credit Parties), or (C) if approved, authorized or ratified in writing by the applicable Lenders in accordance with Section 10.0112.2; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property Collateral granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on Permitted Lien; and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such property that is Person ceases to be a Subsidiary as a result of a transaction permitted by Section 7.01(h)hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranties any Loan Document pursuant to this Section 9.1011.9. In each case as specified in this Section 9.1011.9, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.the

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with by the Required Lenders or, to the extent such release is of all or substantially all of the Collateral, all the Lenders as required by Section 10.0110.01(h); (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ ' expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 9.10 The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s 's Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Lenders (including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with by the Required Lenders or, to the extent such release is of all or substantially all of the Collateral, all the Lenders as required by Section 10.0110.01(h); (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 9.10 The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements, including cash collateralization or backstopping, arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or, if approved, authorized or ratified in writing by the Lenders in accordance with Section 11.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers The Secured Parties irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion: (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ax) upon termination of the Aggregate all Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers applicable Issuing Bank shall have been made), and ) as more fully set forth in Section 11.16 (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeTermination of Security; Partial Release of Security), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document Documents as more fully set forth in Section 11.16 (Termination of Security; Partial Release of Security), or (Cz) subject to Section 11.5 (Amendments, Waivers and Consents), if approved, authorized or ratified in writing in accordance with Section 10.01by the Majority Lenders; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderunder the Loan Documents; and (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Document to the holder of any Lien on such property that is permitted by Section 7.01(h). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or release from the Collateral Agent’s authority the Capital Stock of Greatbatch Mexico owned by Parent as of the Closing Date at such time as it is transferred to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case Precimed in accordance with the terms of Permitted Maquiladora Restructuring and to release Greatbatch LLC as a Guarantor and to release from Collateral the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existenceassets (including, value or collectability of the Collateralspecifically, the existenceshares of Greatbatch Mexico) and/or Capital Stock of Greatbatch LLC, priority or perfection of the Administrative Agent’s Lien thereonin each case, or any certificate prepared by any Loan Party in connection therewith, nor shall with the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralPermitted Maquiladora Restructuring.

Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuer irrevocably authorize either or both of the Administrative Agent and the or Collateral Agent, as applicable, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders; (ii) to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent or Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agentsuch Person’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Without limiting the provisions of Section 9.09, the Secured Parties, the Lenders and the L/C Issuer (in each case including in its capacities as a potential Hedge Cash Management Bank and a potential Cash Management Hedge Bank, if applicable) and the L/C Issuers irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization or backstopping, reasonably arrangements satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, Issuer shall have been made), (Bii) that is sold disposed of or conveyed or to be sold disposed of as part of or in connection with any sale disposition (including any Dispositions) or conveyance permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under by the Guaranties if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunderRequired Lenders; and (iiib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Subject to the receipt of the Required Lenders confirmation of the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty, upon the reasonable request of Borrower, and at Borrower’s sole cost and expense, in the event that (i) a Loan Party Disposes of any property as part of or in connection with any Disposition not prohibited under the Loan Documents, the Administrative Agent shall execute and deliver such documents appropriate to evidence the release of Administrative Agent’s Liens with respect to such sold property (which release shall be automatic and effective at the time of such Disposition) and (ii) any Guarantor ceases to be required under the Loan Documents to provide its guaranty as a result of a transaction permitted under the Loan Documents (including, without limitation, in connection with the designation of an Unrestricted Subsidiary or the Disposition of any Restricted Subsidiary), Administrative Agent shall execute and deliver such documents with respect to such Guarantor appropriate to evidence (x) the release of its guaranty (which release shall be automatic and effective at the time such guaranty is no longer required), (y) the release of Administrative Agent’s Liens with respect to the Equity Interests in, and the assets of, such Guarantor (which release shall be automatic and effective at the time of such Disposition of such Restricted Subsidiary or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary).

Collateral and Guaranty Matters. Each of the The Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers Issuing Bank irrevocably authorize either or both of the Administrative Agent and the Collateral Agent, at its or their option and in its or their discretion:, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) obligations under Secured Bank Product Obligations and (y) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements, including cash collateralization unless Cash Collateralized or backstopping, backstopped on terms reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), and (y) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable, shall have been madeAgent), (Bii) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0111.01; (iib) to release any Guarantor from its obligations under the Guaranties Guaranty if such Person ceases to be a Subsidiary or becomes an Excluded Subsidiary as a result of a transaction permitted hereunder; and; (iiic) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Finance Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h7.01(i); and (d) to enter into the DIP Term Intercreditor Agreement, the 2016 Intercreditor Agreement, the Senior/Junior Intercreditor Agreement and the First Lien Intercreditor Agreement and any respective amendments thereto. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranties Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent, as applicable, will, at the Borrowers’ Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the GuarantiesGuaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.