Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (Bii) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under Section 6.4any other Loan Document, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.01; and (iib) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such property, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments Facilities and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4Disposition, or (Ciii) subject to as approved in accordance with Section 9.1, if approved, authorized or ratified in writing by the Required Lenders10.01; and (iib) to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseapproved in Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 9.10. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent, at its option and in its discretion: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon the termination of the all Revolving Commitments and the payment in full of all Credit Party Obligations (other than contingent indemnification obligations) Contingent Obligations and the expiration or termination of all Letters of CreditBank Product Obligations), (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 10.2; (iib) to release any Guarantor or Obligated Foreign Subsidiary Loan Party from its obligations under the applicable Guaranty Collateral Documents if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder.; and (bc) In connection with a termination to subordinate any Lien on any property granted to or release pursuant to this Section, held by the Administrative Agent shall promptly execute and deliver under any Loan Document to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents holder of any Lien on such property that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseis permitted by Section 7.2(d). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary Loan Party from its obligations under the Guaranty applicable Collateral Documents pursuant to this SectionSection 9.11. In each case as specified in this Section 9.11, the Administrative Agent is authorized, at the Borrower’s expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Providers irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4this Agreement, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrowers expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent, at its option and in its discretion: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Credit Party Obligations (other than (x) contingent indemnification obligations, (y) Obligations under Treasury Management Agreements and (z) Obligations under Swap Contracts where the Borrower has pledged and deposited with or delivered to the Administrative Agent as collateral for such Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted under Section 6.4Loan Document or any Involuntary Disposition, or (Ciii) subject as approved in accordance with Section 11.01; (b) to Section 9.1, if approved, authorized subordinate any Lien on any property granted to or ratified in writing held by the Required LendersAdministrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. Each of the Lenders (including each Lender in its capacity as a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to do or cause the following: (a) The Lenders and to execute the Bank Product Provider irrevocably authorize and direct Intercreditor Agreement on behalf of the Administrative Agent:Lenders; (ib) to release any Lien Liens granted to the Administrative Agent by any Loan Party on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon the termination of the Revolving Credit Commitments and the payment and satisfaction in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditObligations, (Bii) that is transferred or upon any Disposition of such Collateral permitted hereunder, (iii) as required to be transferred as part of or in connection with effect any sale or other disposition permitted under of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 6.48.02, or (Civ) subject to upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Section 9.1, if approved, authorized or ratified in writing by the Required Lenders6.17; and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty Section 11 hereof if such Person ceases to be required to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseterms hereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, any Collateral or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Section 11 hereof pursuant to this SectionSection 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as Borrower may reasonably request to evidence the release of such Collateral or such Guarantor from its obligations hereunder, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each of the Lenders (including each Lender in its capacity as a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion, to do or cause the following: (a) The Lenders and to execute the Bank Product Provider irrevocably authorize and direct Intercreditor Agreement on behalf of the Administrative Agent:Lenders; (ib) to release any Lien Liens granted to the Administrative Agent by any Loan Party on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Commitments payment and payment satisfaction in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditObligations, (Bii) that is transferred or upon any Disposition of such Collateral permitted hereunder, (iii) as required to be transferred as part of or in connection with effect any sale or other disposition permitted under of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 6.48.02, or (Civ) subject to upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Section 9.1, if approved, authorized or ratified in writing by the Required Lenders6.17; and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty Section 11 hereof if such Person ceases to be required to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseterms hereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, any Collateral or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Section 11 hereof pursuant to this SectionSection 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as Borrower may reasonably request to evidence the release of such Collateral or such Guarantor from its obligations hereunder, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, subject to the terms of the Intercreditor Agreement, at its option and in its discretion, (a) The Lenders and the Bank Product Provider irrevocably authorize and direct to release any Lien on any Collateral granted to or held by the Administrative Agent: , for the ratable benefit of itself and the Lenders, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and payment of all outstanding fees and expenses hereunder, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 9.2, if approved, authorized or ratified in writing by the Required Lenders, (b) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination to the holder of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Creditany Permitted Lien, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty Agreement, the Collateral Agreement and any other Loan Documents if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Agreement pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent Agent, as applicable, under any Credit Loan Document (Ai) upon termination of at such time as the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Creditare Fully Satisfied, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) . In connection with a any termination or release pursuant to this SectionSection 10.10, the Administrative Agent shall promptly execute and deliver to the Borrower or the applicable Credit Party or Obligated Foreign SubsidiaryLoan Party, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Borrower or such Loan Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Issuing Banks irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral collateral granted to or held by the Administrative Agent (including, without limitation, the General and Refunding Mortgage Bonds), for the ratable benefit of itself and the Lenders, under any Credit Loan Document (Ai) upon repayment of all outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Lenders' Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part upon the occurrence of or in connection with any sale or other disposition permitted under Section 6.4, the Debt Ratings Trigger or (Ciii) subject to Section 9.111.1, if approved, authorized or ratified in writing by the Required Lenders; (b) 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 Section 8.2(b)(vii); and (iic) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if Subsidiary Guarantee such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty any Subsidiary Guarantee pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Participants irrevocably authorize the Servicer, at its option and direct the Administrative Agentin its discretion: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent Servicer under any Credit Operative Document (Ai) upon the termination of all Facility Commitments, and the Commitments and payment in full of all Credit Party Guaranteed Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Operative Document or the designation of any Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.46.14, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 15.2; and (iib) to release any Guarantor or Obligated Foreign Subsidiary Credit Party from its obligations under the applicable Guaranty Credit Party Collateral Documents if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary Credit Party as a result of a transaction permitted hereunder. (b) In connection with a termination . Upon request by the Servicer at any time, the Required Participants will confirm in writing the Servicer’s authority to release its interest in particular types or items of property, or to release any Credit Party from its obligations under the applicable Credit Party Collateral Documents pursuant to this SectionSection 14.9. In each case as specified in this Section 14.9, the Administrative Agent shall promptly Servicer is authorized, at the Sponsor’s expense, to execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at such documents as such Credit Party may reasonably request to evidence the Borrowers’ expense, all documents that release of such item of Credit Party Collateral from the Liens granted under the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of CollateralCollateral Documents, or to release any Guarantor or Obligated Foreign Subsidiary such Credit Party from its obligations under the Guaranty pursuant to applicable Credit Party Collateral Documents, in each case in accordance with the terms of the Operative Documents and this SectionSection 14.9.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) , at its option and in its discretion, to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition Credit Document, any Involuntary Disposition or any release or replacement of any Borrowing Base Asset permitted under in accordance with Section 6.47A.01, or (Ciii) subject to as approved in accordance with Section 9.1, if approved, authorized or ratified in writing by 10.01. The Lenders irrevocably authorize the Required Lenders; and (ii) Administrative Agent to release any Subsidiary Guarantor (but not the REIT Guarantor, the LP Guarantor or Obligated Foreign Subsidiary the OP Guarantor) from its obligations under the applicable Guaranty if such Person ceases in accordance with Section 11.08. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to be a release any Subsidiary Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release from its obligations hereunder pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseSection 9.10. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty pursuant to this Section 9.10. Upon the release of any Subsidiary Guarantor pursuant to this Section 9.10 or Section 11.08, or the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release any of such Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionCredit Documents.

Collateral and Guaranty Matters. (a) The Each of the Lenders and the (including in its or any of its Affiliate’s capacities as a potential Hedge Bank Product Provider or Cash Management Bank) irrevocably authorize and direct the Administrative Agent: Agent (ix) to act as a collateral agent for such Lender under the Loan Documents and, in connection therewith, to acquire, hold and enforce any and all Liens on Collateral granted by any Credit Party to secure any Secured Obligations and to exercise such other powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents for the ratable benefit of the Secured Parties) and (y) to release any Lien on any Collateral, subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and (ii) to and/or release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if in accordance with Section 12.16 and to deliver any such Person ceases documents referred to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request in Section 12.16 to evidence such termination release or releasesubordination. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guarantee and Collateral Agreement pursuant to this SectionSection 11.9. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) The Lenders and the any Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.46.4 or otherwise pursuant to this Credit Agreement, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder, including, without limitation, the release of any Excluded Subsidiary as a Guarantor in accordance with the terms of Section 5.10. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and Aggregate Revolving Commitments, payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and all other Obligations that the Administrative Agent has been notified in writing by the holder of such Obligation that such Obligation is then due and payable and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted under Section 6.4Loan Document or any Involuntary Disposition, or (Ciii) subject as approved in accordance with Section 11.01; (b) to Section 9.1, if approved, authorized subordinate any Lien on any property granted to or ratified in writing held by the Required Lenders; andAdministrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder.; and (bd) In connection with a termination or release pursuant to this Section, enter into and perform its obligations under the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseIntercreditor Agreements. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Each of the Lenders and irrevocably authorizes the Bank Product Provider irrevocably authorize and direct the Administrative Agent: , (i) to release or re-assign any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Aincluding any Mortgaged Property and any rights or agreements under any Subordination Agreement relating to any Mortgaged Property) upon termination of (x) the Commitments and indefeasible payment in full of all Credit Party Obligations in accordance with this Agreement (other than indemnification and other contingent indemnification obligations, in each case, not then due and owing) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (Cy) subject to as required by Section 9.12.3, if approved, authorized or ratified in writing by the Required Lenders; and and (ii) so long as no Event of Default has occurred, to release subordinate the Liens of the Agent on the Initial Subordinated Property to the Lessee by the execution and delivery of the Subordination Agreement relating to the Lease Agreement. Upon request by any Guarantor Loan Party for the release, re-assignment or Obligated Foreign Subsidiary from subordination contemplated above, the Required Lenders shall confirm in writing the Agent’s authority to release, re-assign or subordinate its obligations under interest in the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release Initial Subordinated Property pursuant to this SectionSection 8.10 and direct the Agent to enter into the applicable documentation, including any such Subordination Agreement. The Loan Party that has granted the Collateral being subordinated will provide an officer’s certificate to the Agent certifying that the subordination of such Collateral complies with the terms of the Loan Documents. Upon receipt of such confirmation and direction of the Required Lenders and certification by the applicable Loan Party, the Administrative Agent shall promptly will, at the Borrower’s expense, execute and deliver to the applicable Credit Loan Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request a Subordination Agreement to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Sectionsuch item.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4hereunder, or (C) subject to Section 9.111.1, if approved, authorized or ratified in writing by the Required Lenders, (D) in connection with the release of any Guarantor pursuant to clause (ii) below or (E) on and after the Collateral Release Date; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full Full Payment of all Credit Party the Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred the subject of a Disposition which Borrowers certify in writing to the Administrative Agent is permitted under this Agreement or a Lien which Borrowers certify is permitted under this Agreement to be transferred as part of or in connection with entitled to priority over the Administrative Agent’s Liens (and the Administrative Agent may rely conclusively on any sale or other disposition permitted under Section 6.4such certificate without further inquiry), or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.01(i); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of CollateralProperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 10.12.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4circumstances), or (Cii) subject to Section 9.110.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Borrower or Guarantor Revolving Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, Credit (or the cash collateralization thereof) or (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; andhereunder; (ii) to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this SectionSection 12, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party Borrower or Obligated Foreign SubsidiaryGuarantor, at the Borrowers’ Borrower's expense, all documents that the applicable Credit Party Borrower or Obligated Foreign Subsidiary Guarantor shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral, or to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 12.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Providers irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.46.4 or otherwise pursuant to this Credit Agreement, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder, including, without limitation, the release of any Permitted Real Estate Entity as a Guarantor in accordance with the terms of Section 5.10. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Administrative Agent may, but shall not be obligated to, take such action as it deems necessary to perfect or continue the perfection of its Liens on the Collateral held for the benefit of the Lenders. The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent:, at its option and in its sole discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.110.01, if approved, authorized or ratified in writing by the Required LendersLenders or otherwise permitted under this Agreement; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01; and (iic) to release any Guarantor or Obligated Foreign Subsidiary (other than a Borrower) from its obligations under the applicable its Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the its Guaranty pursuant to this SectionSection 9.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative AgentAgent to, and the Administrative Agent shall: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted not prohibited under Section 6.4, (iii) consisting of property owned by any Subsidiary of the Borrower that ceases to be a Guarantor pursuant to a transaction permitted hereunder or (Civ) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; (ii) subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Property that is permitted described under clause (c) of the definition of Permitted Lien and permitted by Section 6.2; and (iiiii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct instruct the Administrative Agent: (i) Agent to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made) and the expiration or termination of all Letters of CreditCommitments, (Bii) that is transferred transferred, sold or otherwise disposed of or to be transferred transferred, sold or otherwise disposed of (other than to the Borrowers or the Guarantor) as part of or in connection with any transfer, sale or other disposition disposal permitted hereunder or under Section 6.4, any other Loan Document; or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty. In each case as specified in this Section 9.10, upon the receipt of a certificate of a Responsible Officer of the Borrower Representative certifying that such release is permitted hereunder (on which the Agent may conclusively rely without any further inquiry) the Agent will (and each of the Lenders irrevocably authorizes and directs the Agent to), at the Borrowers’ expense, execute and deliver to the applicable Obligor such documents or take any action as such Obligor may reasonably request to evidence the release any Guarantor or Obligated Foreign Subsidiary of such item of Collateral from its obligations the assignment and security interest granted under the Guaranty pursuant to Security Documents in accordance with the terms of the Loan Documents and this SectionSection 9.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent:, and the Administrative Agent agrees with the Borrower that it shall, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition Loan Document or any Involuntary Disposition, (iii) constituting property leased to the Borrower or any Subsidiary under an operating lease which has expired or been terminated in a transaction permitted under Section 6.4, this Agreement or (Civ) subject as approved in accordance with Section 11.01; (b) subordinate any Lien on any property granted to Section 9.1, if approved, authorized or ratified in writing held by the Required LendersAdministrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ ' expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required LendersLenders or all affected Lenders as specified therein; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty (A) if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunderhereunder or (B) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders or all affected Lenders as specified therein. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. The Lenders irrevocably agree: (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release that any Lien on any Collateral property granted to or held by the Administrative Agent or the Collateral Agent under any Credit Loan Document shall be automatically released (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations) obligations not yet accrued and payable), the expiration or termination of all Letters of CreditCredit and any other obligation (including a guarantee that is contingent in nature), (Bii) that at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any sale transfer permitted hereunder or under any other disposition permitted under Section 6.4Loan Document to any Person other than the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, or (Ciii) subject to Section 9.110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders; and , or (iiiv) if the property subject to such Lien is owned by a Guarantor, upon release any of such Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable its Guaranty if such Person ceases pursuant to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder.clause (c) below; (b) In connection with a termination to release or release pursuant subordinate any Lien on any property granted to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request held by the Administrative Agent at or the Collateral Agent under any time, Loan Document to the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items holder of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.Lien on such property that is permitted by Section 7.01(i);

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.46.7, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Term Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Property granted to or held by the such Agent under any Credit Document to the holder of any Lien on such Property that is permitted described under clause (c) of the definition of Permitted Lien and permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of CollateralProperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders Each Lender and the each Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ BorrowerBorrowers’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Without limiting the provisions of Section 9.09, the Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent: , at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification and reimbursement obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (Bii) that is transferred sold or otherwise disposed of, or to be transferred sold or otherwise disposed of, as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (iii) upon consummation of a Release Transaction relating to such property in accordance with Section 6.42.18(c), (iv) upon the occurrence of the Investment Grade Release or (Cv) subject to Section 9.110.01, if approved, authorized or ratified in writing by the Required Lenders; and and (iib) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases is not required to be a Subsidiary Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseterms hereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.Section 9.10. 133

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments Total Commitment and payment in full of all Credit Party Obligations obligations to the Administrative Agent and the Lenders (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.18.09, if approved, authorized or ratified in writing by the Required Lenders; and (iib) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Subsidiary Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection . The Lenders and the Issuing Banks acknowledge that Section 5.12 of the Intercreditor Agreement provides for the automatic release of Collateral in certain specified circumstances and authorizes the Collateral Agent to release Collateral in certain specified circumstances. With respect to the release of any Collateral, in the event of any conflict with a termination or release pursuant to this Sectionthe terms hereof and the terms of said Section 5.12 of the Intercreditor Agreement, the Administrative Agent terms of Section 5.12 of the Intercreditor Agreement shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releasecontrol. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this SectionSection 7.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsUnasserted Obligations to which the Adminstrative Agent has no actual knowledge thereof) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Property that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunderby Section 6.4(c)(ii). (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of CollateralProperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct Administrative Agent (and the Administrative Agent:Hedging Agreement Providers are deemed to have so authorized and directed): (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination of the Commitments and payment in full of all Credit Party Secured Obligations (other than contingent indemnification obligations) obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and the expiration or termination of all Letters of Creditcircumstances), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.45.2.10, or (C) subject to Section 9.110.38, if approved, authorized or ratified in writing by the Required Lenders; andAdministrative Agent; (ii) to subordinate any Lien on any Collateral granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such Collateral that is a Permitted Lien; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, (C) as contemplated by Section 5.5(d) or (CCD) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this SectionSection 8.12, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 8.11.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, (C) as contemplated by Section 5.5(d) or (CD) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Issuer irrevocably authorize and direct the Administrative Agent:Agent to (and upon request of the Company the Agent shall): (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations outstanding obligations of the Loan Parties under the Loan Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4, Loan Document or (Ciii) subject to Section 9.114.1, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.8(d) or (e); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) . In connection with a termination determining whether any such release or release pursuant to this Sectionsubordination is permitted, the Administrative Agent shall promptly execute and deliver may rely conclusively on a certificate from the Company. Notwithstanding the Administrative Agent's right to take the applicable Credit Party or Obligated Foreign Subsidiaryactions described above, at the Borrowers’ expenseRequired Lenders will, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral, property or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 13.10 (and the Administrative Agent shall not incur any liability to the Company or any other Person for any delay resulting from any such request by the Administrative Agent).

Collateral and Guaranty Matters. (a) The Lenders irrevocably authorize the Administrative Agent and the Bank Product Provider irrevocably authorize and direct the Administrative Collateral Agent:, as applicable, (i) to release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) obligations and the expiration or termination of all Letters of Creditexpense reimbursement obligations not yet due and payable), and (B) that is transferred sold or to be transferred sold to a Person that is not a Credit Party as part of or in connection with any sale or other disposition permitted under Section 6.4, hereunder or (C) subject to Section 9.113.12, if approved, authorized or ratified in writing by the Required Lenders; (ii) at the request of the Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01(vi), (vii) and (xiv); and (iiiii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Credit Party Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary 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 or the Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Credit Party Guaranty pursuant to this SectionSection 12.11.

Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) The Lenders and the Bank Product Provider irrevocably authorize and direct to release any Lien on any Collateral granted to or held by the Administrative Agent: , for the ratable benefit of itself and the Lenders, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Revolving Credit Commitment, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 14.2, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination to the holder of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required LendersPermitted Lien; and (iic) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty Agreement if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Agreement pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: , at its option and in its discretion: (ia) to release any Lien on any Collateral Property of any Consolidated Party granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is transferred or to be transferred disposed of as part of or in connection with any sale or other disposition a Disposition permitted under by Section 6.4, 7.05 or (Ciii) subject to Section 9.110.01, if approved, authorized or ratified in writing by the Required Lenders; and and (iib) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person (a) ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. , (b) In connection with no longer is required to be a termination or release Guarantor pursuant to this SectionSection 6.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Notwithstanding the Administrative Agent shall promptly execute and deliver foregoing, to the applicable Credit Party or Obligated Foreign Subsidiaryextent that following any such Release, at the Borrowers’ expense, all documents any Real Property Asset owned by an otherwise to be released Subsidiary Guarantor that the applicable Credit Party or Obligated Foreign Subsidiary is obligated in respect of outstanding recourse debt for Indebtedness shall reasonably request to evidence such termination or releasenot be deemed an Unencumbered Property hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or Agent to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty hereunder pursuant to this SectionSection 9.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Providers irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (or the cash collateralization thereof), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, 6.4 or (C) subject to Section 9.110.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary (for any reason other than such Guarantor no longer being a Material Subsidiary) as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower's expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Each of the Lenders and the Bank Product Provider each L/C Issuer irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations under the Loan Documents (other than unasserted contingent indemnification or expense reimbursement obligations, obligations owing under Treasury Management Agreements or Swap Contracts or L/C Obligations to the extent Cash Collateralized) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (Bii) that is transferred or to be transferred as part of or in connection with any sale sale, disposition or other disposition transaction permitted hereunder or under Section 6.4any other Loan Document or any Involuntary Disposition, or (Ciii) subject as approved in accordance with Section 11.01; (b) to Section 9.1, if approved, authorized subordinate any Lien on any property granted to or ratified in writing held by the Required LendersAdministrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.46.29, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryCompany, at the Borrowers’ Company’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary Company shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Participants irrevocably authorize the Servicer, at its option and direct the Administrative Agent: (i) in its discretion: to release any Lien on any Collateral property granted to or held by the Administrative Agent Servicer under any Credit Operative Document (Ai) upon the termination of all Facility Commitments, and the Commitments and payment in full of all Credit Party Guaranteed Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Operative Document or the designation of any Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.46.14, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 15.2; and (ii) and to release any Guarantor or Obligated Foreign Subsidiary Credit Party from its obligations under the applicable Guaranty Credit Party Collateral Documents if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary Credit Party as a result of a transaction permitted hereunder. (b) In connection with a termination . Upon request by the Servicer at any time, the Required Participants will confirm in writing the Servicer’s authority to release its interest in particular types or items of property, or to release any Credit Party from its obligations under the applicable Credit Party Collateral Documents pursuant to this SectionSection 14.9. In each case as specified in this Section 14.9, the Administrative Agent shall promptly Servicer is authorized, at the Sponsor’s expense, to execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at such documents as such Credit Party may reasonably request to evidence the Borrowers’ expense, all documents that release of such item of Credit Party Collateral from the Liens granted under the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of CollateralCollateral Documents, or to release any Guarantor or Obligated Foreign Subsidiary such Credit Party from its obligations under the Guaranty pursuant to applicable Credit Party Collateral Documents, in each case in accordance with the terms of the Operative Documents and this SectionSection 14.9.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent:, (ia) to release any Lien on any Collateral Property of any member of the Consolidated Group granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than (A) contingent CHAR1\1346423v112 indemnification obligations, (B) Obligations described in clause (b) of the definition thereof, and (C) Obligations described in clause (c) of the definition thereof) and the expiration or termination of all Letters of Credit, (Bii) that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other disposition permitted under Section 6.4Permitted Disposition, or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any Property of any member of the Consolidated Group granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Property that is permitted by Section 8.01(c), (j) or (k) or a Refinancing Lien relating thereto permitted under Section 8.01(r); and (iic) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Subsidiary Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent or any Credit Party at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or Agent to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty hereunder pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien securing purchase money Indebtedness and Capital Lease Obligations as permitted by Section 6.2(c); and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, 6.4 and Section 6.12 or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder; and (iv) as provided in Sections 4.1(d)(viii), 4.1(d)(ix) and 4.1(e), to release any Lien on any Collateral granted to or held by the Administrative Agent with respect to any prior Indebtedness. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4Disposition, or (Ciii) subject to as approved in accordance with Section 9.1, if approved, authorized or ratified in writing by the Required Lenders10.01; and (iib) to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary required to provide the Guaranty, as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseexpressly provided by Section 10.01(f). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 9.10. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of of, or in connection with with, any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.110.1, if approved, authorized or ratified in writing by the Required Lenders; andLenders or (D) if otherwise required or permitted under any Credit Document; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Each of the Lenders and irrevocably authorizes the Bank Product Provider irrevocably authorize and direct the Administrative Agent: , (i) to release or re-assign any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Aincluding any Mortgaged Property and any rights or agreements under any Subordination Agreement relating to any Mortgaged Property) upon termination of the Commitments and indefeasible payment in full of all Credit Party Obligations in accordance with this Agreement (other than indemnification and other contingent indemnification obligations, in each case, not then due and owing) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under so long as no Event of Default has occurred and the Agent has received the applicable Guaranty if such Person ceases Lease Proceeds, to be a Guarantor subordinate the Liens of the Agent on the applicable Subordinated Property to the Lessee pursuant to Article II of the Second Amendment. Upon request by any Loan Party for the release, re-assignment or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination subordination contemplated above, Required Lenders shall confirm in writing the Agent’s authority to release, re-assign or release subordinate its interest in the Subordinated Property pursuant to this SectionSection 8.10 and direct the Agent to enter into the applicable documentation, including any such Subordination Agreement. The Loan Party that has granted the Collateral being subordinated will provide an officer’s certificate to the Agent certifying that the subordination of such Collateral complies with the terms of the Loan Documents. Upon receipt of such confirmation and direction of the Required Lenders and certification by the applicable Loan Party, the Administrative Agent shall promptly will, at the Borrower’s expense, execute and deliver to the applicable Credit Loan Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request a Subordination Agreement to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Sectionsuch item.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is sold, transferred or otherwise disposed or to be sold, transferred or otherwise disposed as part of or in connection with any sale transfer permitted hereunder or under any other disposition permitted under Section 6.4Credit Document, or (Ciii) subject to Section 9.111.6, if approved, authorized or ratified in writing by the Required Requisite Lenders, or (iv) in accordance with the terms of the Intercreditor Agreement (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by clause (vii), (viii) or (xix) of the definition of Permitted Liens; and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder.; and (bd) In connection with a termination (i) enter into the Intercreditor Agreement and (ii) to subordinate or release pursuant any Lien on any property granted to this Section, or held by the Administrative Agent shall promptly execute and deliver to under any Credit Document in accordance with the applicable Credit Party or Obligated Foreign Subsidiary, at terms of the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseIntercreditor Agreement. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize the Collateral Agent, at its option and direct the Administrative Agent: (i) in its discretion, to release any Lien on any Collateral Property granted to or held by the Administrative Collateral Agent under any Credit Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Credit Document, or (Ciii) subject to Section 9.111.6, if approved, authorized or ratified in writing by the Required Lenders; (b) The Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to subordinate any Lien on any Property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such Property that is permitted by clause (viii) of the definition of "Permitted Liens"; and (iic) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative any Agent at any time, the Required Lenders will confirm in writing such Agent's authority, in the Administrative case of the Collateral Agent’s authority , to release or subordinate its interest in particular types or items of Collateralproperty, or or, in the case of the Administrative Agent, to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 10.11.

Collateral and Guaranty Matters. (a) The Each of the Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Credit Party Obligations under the Loan Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer have been made), (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted under Section 6.4Loan Document or any Permitted Transfer, (iii) that is transferred or to be transferred as described on Schedule 2 to the Disclosure Letter in connection with the Reorganization to any Person that is not a Loan Party or (Civ) subject as approved in accordance with Section 11.01; (b) to Section 9.1, if approved, authorized subordinate any Lien on any property granted to or ratified in writing held by the Required LendersAdministrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Hedging Agreement Provider irrevocably authorize and direct the Administrative Agent:authorize (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Term Loan Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) obligations for which no claim has been made and obligations and liabilities under Secured Hedging Agreements as to which arrangements satisfactory to the expiration or termination of all Letters of Creditapplicable Hedging Agreement Providers shall have been made), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Permitted Lien on such Collateral that is permitted pursuant to clause (c) or (j) of the definition of Permitted Liens; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably agree to authorize and direct the Administrative Agent: (i) Agent to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditObligations, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by in accordance with Section 10.2. Lenders understand that time is of the Required Lenders; and essence in agreeing to release Collateral, so if any Lender fails to respond (iieither affirmatively or negatively -- with consent not to be unreasonably withheld) with respect to any request to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result Lien within five (5) Business Days of a transaction permitted notice by Borrower hereunder. (b) In connection with a termination or release pursuant to this Section, the Lender shall be deemed to have approved such release and unless another Lender shall have objected to such release, Administrative Agent shall then promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence release such termination or releaseLien. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary Loan Party from its obligations under the Guaranty applicable Collateral Documents pursuant to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the Borrower’s expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted hereunder or under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, 6.4 or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder; and (iv) as provided in Sections 4.1(d)(viii), 4.1(d)(ix) and 4.1(e), to release any Lien on any Collateral granted to or held by the Administrative Agent with respect to any prior Indebtedness. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments Commitment and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Requisite Lenders (or, to the extent required by Section 12.2, all of the Lenders), or (iv) which is subject to a Lien in favor of the holder of Purchase Money Obligations incurred following the Closing Date in conformity with the provisions of this Agreement; and (iib) to release any Sibling Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Sibling Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or hereunder and to correspondingly release pursuant any equity securities of that Sibling Guaranty which are pledged to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseAgent. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Sibling Guarantor or Obligated Foreign Subsidiary from its obligations under the Sibling Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of itself and the Lenders, under any Credit Loan Document (Ai) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Lenders' Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.113.2, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any Collateral, except Mortgaged Property, granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Collateral that is permitted by Section 10.2(g); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty Agreement if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Agreement pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (Bii) that is transferred or to be transferred as part of or in connection with any sale Divestiture permitted hereunder or under any other disposition permitted under Section 6.4Credit Document or any Involuntary Divestiture, or (Ciii) subject as approved in accordance with Section 11.6; (b) to Section 9.1, if approved, authorized subordinate any Lien on any Property granted to or ratified in writing held by the Required LendersAdministrative Agent under any Credit Document to the holder of any Lien on such Property that is permitted by clause (i) of the definition of “Permitted Liens”; and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of CollateralProperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and Lenders, the Swingline Lender, the Bank Product Provider, and the Hedge Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.48.3(b)(i) or Section 12.12, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) 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 Section 12.2 (or all lenders, as applicable); and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryPerson, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary Person shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Purchasers irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Note Purchase Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; andPurchasers; (ii) to subordinate any Lien on any Property granted to or held by the such Agent under any Note Purchase Document to the holder of any Lien on such Property that is permitted described under clause (b) of the definition of Permitted Lien in the Senior Credit Agreement as in effect on the date hereof and permitted by Section 6.2 hereof; (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder; and (iv) to release any Lien or release any Guarantor to the extent required under the Intercreditor Agreement. (b) In connection with a termination or release pursuant to this SectionSection 8.12, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders Purchasers will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of CollateralProperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 8.12.

Collateral and Guaranty Matters. 10.9.1 Agent (aacting at the direction of the Required Lenders) is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from such Lenders, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. Agent (acting at the direction of the Required Lenders) is further authorized (but not obligated unless directed by the Lenders) on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Loan Documents or applicable Laws. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Lender hereby agrees to the terms of this paragraph. 10.9.2 The Lenders hereby, and any other Lender by accepting the Bank Product Provider benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize Agent to, and direct Agent shall, upon request of the Administrative Agent: (i) to Borrower release any Lien on any Collateral granted to or held by the Administrative Agent under upon any Credit Document Collateral (Aa) upon termination of this Agreement and the Commitments and payment in full of the outstanding Term Loan and all Credit Party other Obligations (other than contingent indemnification obligationsindemnity obligations for which no claims have been made); or (b) and the expiration or termination of all Letters of Credit, (B) that is transferred constituting Property sold or to be transferred sold or Disposed of as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.in

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and the expiration or termination of all Letters of Creditcircumstances), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.110.1, if approved, authorized or ratified in writing by the Required LendersLenders or (C) subject to Sections 2.5(b), 2.5(d) and 2.17, and other restrictions on releases of Collateral, upon a prepayment in full of all amounts owed under the Credit Documents with respect to a Pledged Mortgage Asset by the Borrowers pursuant to Section 2.5(b); andprovided there is no Default, no Event of Default and no mandatory prepayment is due or will become due upon such release or upon the expiration of the applicable time period under Section 2.5. (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result because of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Fronting Banks irrevocably authorize the Administrative Agent and direct the Administrative Agent:, at the request and expense of AXIS Capital, agrees to execute such documents as AXIS Capital may reasonably request, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred as otherwise permitted by the terms of this Agreement or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.110.01, if approved, authorized or ratified in writing by the Required Lenders; and (iib) to release any Guarantor Guaranty upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or Obligated Foreign Subsidiary termination of all Letters of Credit; and (c) to release any Designated Borrower from its obligations under the applicable Guaranty this Credit Agreement and any other Loan Document and release any Collateral provided by such Designated Borrower if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseDesignated Borrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, release a Designated Borrower from its Obligations or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 9.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize the Agent, at its option and direct the Administrative Agent:in its discretion, (i) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Revolving Loan Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; andin accordance with Section 9.2; (ii) to release any Guarantor or Obligated Foreign Subsidiary Borrower from its obligations under the applicable Guaranty hereunder if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary of Parent Borrower as a result of a transaction permitted hereunder.; and (biii) In connection with a termination to subordinate any Lien on any property granted to or release pursuant to this Section, held by the Administrative Agent shall promptly execute and deliver under any Loan Document to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents holder of any Lien on such property that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseis permitted by Section 3.2(a)(iii). Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary Borrower from its obligations hereunder. In each case as specified in this Section 8.2(j), the Agent will, at Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Guaranty pursuant Collateral Documents or to subordinate its interest in such item, or to release such Borrower from its obligations, in each case in accordance with the terms of the Loan Documents and this SectionSection 8.2(j).

Collateral and Guaranty Matters. (a) The Lenders Each Lender and the each Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is permitted to be sold, transferred or to be transferred as part otherwise disposed of or in connection with any sale or other disposition permitted under Section 6.4released pursuant to the terms of the Credit Documents, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination termination, release or release subordination of a Lien pursuant to this SectionSection or the release of a Guarantor hereunder, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination termination, release or releasesubordination of a Lien or such release of a Guarantor. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) The Lenders and to instruct the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) Collateral Agent to release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (or the Cash Collateralization thereof), (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; and; (iib) to subordinate any Lien on any Property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 8.01(i); (c) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Restricted Subsidiary as a result of a transaction permitted hereunder.; and (bd) In connection with to release any Lien on any property in which a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Loan Party or Obligated Foreign Subsidiary, had no interest at the Borrowers’ expense, all documents that time the applicable Credit Party security interest was granted or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseat any time thereafter. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its the Collateral Agent's interest in particular types or items of CollateralProperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 10.11.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted Loan Document, (iii) that is owned by a Person other than a Loan Party, including vessels under Section 6.4construction 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 9.110.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (ii) of Section 7.01(f) or Section 7.01(i); and (iic) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Subsidiary Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 9.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and the expiration or termination of all Letters of Creditcircumstances), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.110.1, if approved, authorized or ratified in writing by the Required LendersLenders or (C) upon a prepayment by the Borrowers pursuant to Section 2.5(b)(vi); andprovided there is no Default, Event of Default or any mandatory prepayment due or to become due upon such release or upon the expiration of the applicable time period under Section 2.5 and subject to the provisions of Section 2.5(c). (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and the expiration or termination of all Letters of Creditcircumstances), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required LendersLenders or all affected Lenders as specified therein; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty (A) if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunderhereunder or (B) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders or all affected Lenders as specified therein. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and Lenders, the Swingline Lender, the Bank Product Provider, and the Hedge Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.48.3(b)(i) or Section 12.12, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) 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 Section 12.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryPerson, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary Person shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of itself and the Lenders, under any Credit Loan Document (Ai) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the Lenders' Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.114.2, if approved, authorized or ratified in writing by the Required Lenders; (b) 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 Section 11.2(g); and (iic) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Subsidiary Guaranty Agreement if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) , at its option and in its discretion, to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition Credit Document, any Involuntary Disposition or any release or replacement of any Borrowing Base Asset permitted under in accordance with Section 6.49.11, or (Ciii) subject to as approved in accordance with Section 9.1, if approved, authorized or ratified in writing by 10.01. The Lenders irrevocably authorize the Required Lenders; and (ii) Administrative Agent to release any Subsidiary Guarantor (but not the REIT Guarantor, the LP Guarantor or Obligated Foreign Subsidiary the OP Guarantor) from its obligations under the applicable Guaranty if such Person ceases in accordance with Section 11.08. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to be a release any Subsidiary Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release from its obligations hereunder pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseSection 9.10. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty pursuant to this Section 9.10. Upon the release of any Subsidiary Guarantor pursuant to this Section 9.10 or Section 11.08, or the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release any of such Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionCredit Documents.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full Full Payment of all Credit Party the Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred the subject of a Disposition which Borrowers certify in writing to the Administrative Agent is permitted under this Agreement or a Lien which Borrowers certify is permitted under this Agreement to be transferred as part of or in connection with entitled to priority over the Administrative Agent’s Liens (and the Administrative Agent may rely conclusively on any sale or other disposition permitted under Section 6.4such certificate without further inquiry), or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.01(i); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of CollateralProperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 10.12.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments Commitment and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Requisite Lenders (or, to the extent required by Section 12.2, all of the Lenders; and), or (iv) which is subject to a Lien in favor of the holder of Purchase Money Obligations incurred following the Closing Date in conformity with the provisions of this Agreement; (iib) to release any Sibling Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Sibling Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder.hereunder and to correspondingly release any equity securities of that Sibling Guaranty which are pledged to the Administrative Agent; and (bc) In connection with a termination or to release pursuant to this Section, any Lien on the Administrative Agent shall promptly execute and deliver to Excess Land in the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releasemanner contemplated by Section 9.3. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Sibling Guarantor or Obligated Foreign Subsidiary from its obligations under the Sibling Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider Providers irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.46.4 (including, without limitation, entering into the Consent to Sale of Receivables in substantially the form attached hereto as Exhibit 8.10), or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Security Document (Ai) upon termination of the Commitments and payment in full repayment, satisfaction or discharge of all Credit Party the Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; and; (iib) to subordinate any Lien on any property or asset granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted hereunder; (c) to release any Guarantor or Obligated Foreign Company party to the Subsidiary Revolver Security Agreement from its obligations under the applicable Guaranty thereunder if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder.; (bd) In connection with a termination to release any Lien on any property or release pursuant assets granted to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request held by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant Parent Revolver Pledge Agreement upon termination of the Parent Term Loan Agreement and payment in full of all obligations (other than contingent indemnification obligations) of the Parent thereunder; and (e) to this Sectionenter into the Borrower Intercreditor Agreement.

Collateral and Guaranty Matters. (a) The Lenders and the each Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations and Bank Product Debt not consisting of Hedging Obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.410.5, or (C) subject to Section 9.113.2, if approved, authorized or ratified in writing by the Required Lenders; and (ii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct each of the Administrative Agent and the Collateral Agent, at its option and in its discretion: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Collateral Agent under any Credit Document (Ai) on the date upon termination of the which Aggregate Commitments are terminated and payment in full of all Credit Party Loan Obligations (other than contingent indemnification obligations) are paid in full and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which Cash Collateral has been provided or Alternative Arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made) have expired or terminated (such date, the “Termination Date”), (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale or other disposition permitted hereunder or under Section 6.4any other Credit Document, or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 8.01(j); and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty guaranty provided hereunder if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary 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 authority of the Collateral Agent to release or subordinate its interest in particular types or items property and of Collateral, or the Administrative Agent to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty hereunder pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Borrower or Guarantor Revolving Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, Credit (or the cash collateralization thereof) or (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; andhereunder; (ii) to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this SectionSection 12, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party Borrower or Obligated Foreign SubsidiaryGuarantor, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party Borrower or Obligated Foreign Subsidiary Guarantor shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 12.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this SectionSection 8.11, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 8.11.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower's expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold, assigned or conveyed or to be transferred sold, assigned or conveyed as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.110.01, if approved, authorized or ratified in writing by the Required Lenders; and (iib) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor Subsidiary or Obligated Foreign ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Loan Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent, at its option and in its discretion: (ia) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document to any person that is not the Borrower or a Subsidiary of the Borrower, or (Ciii) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lendersin accordance with Section 10.2; and (iib) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty Collateral Documents if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary Loan Party from its obligations under the Guaranty applicable Collateral Documents pursuant to this SectionSection 9.11. In each case as specified in this Section 9.11, the Administrative Agent is authorized, at the Borrower’s expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section (and the Administrative Agent may conclusively rely on a certificate provided by the Borrower that the transaction giving rise to such release is permitted under the Loan Documents).

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:, at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred sold or to be transferred sold as part of or in connection with any sale permitted hereunder or under any other disposition permitted under Section 6.4Loan Document, or (Ciii) subject to Section 9.110.01, if approved, authorized or ratified in writing by the Required Lenders; and; (iib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.09(a), (e) or (f); (c) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder.; and (bd) In connection with a termination or release pursuant to this Sectionin the event the Borrower does not receive South Coast Project Approval, reconvey the Administrative Agent shall Agent’s property interest evidenced by the South Coast Project Deed of Trust promptly execute and deliver to upon the applicable Credit Party or Obligated Foreign Subsidiary, at written request of the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseBorrower. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release torelease any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 9.11.

Collateral and Guaranty Matters. NAI-5002533191v11 122 (a) The Lenders and Each of the Bank Product Provider Secured Parties irrevocably authorize and direct authorizes the Administrative Agent: , at its option and in its discretion: (i) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ax) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditFacility Termination Date, (By) that is transferred sold or otherwise disposed of or to be transferred sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under Section 6.4the Loan Documents, or (Cz) subject to Section 9.112.1 [Modifications; Amendment or Waivers], if approved, authorized or ratified in writing by the Required Lenders; and (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Liens; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty Agreement and any other Loan Documents, if any, (x) upon the Facility Termination Date, (y) if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. under the Loan Documents or (bz) In connection with a termination subject to Section 12.1 [Modifications; Amendment or release pursuant to this SectionWaivers], if approved, authorized or ratified in writing by the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseRequired Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Agreement pursuant to this SectionSection 11.11.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent:, (ia) to release any Lien on any Collateral Property of any member of the Consolidated Group granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Aggregate Commitments and payment in full of all Credit Party Obligations (other than (A) contingent indemnification obligations, (B) Obligations described in clause (b) of the definition thereof, and (C) Obligations described in clause (c) of the definition thereof) and the expiration or termination of all Letters of Credit, (Bii) that is transferred Disposed of or to be transferred Disposed of as part of or in connection with any sale or other disposition permitted under Section 6.4Permitted Disposition, or (Ciii) subject to Section 9.111.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any Property of any member of the Consolidated Group granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Property that is permitted by Section 8.01(c), (j) or (k) or a Refinancing Lien relating thereto permitted under Section 8.01(r); and (iic) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Subsidiary Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent or any Credit Party at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or Agent to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty hereunder pursuant to this SectionSection 10.10.

Collateral and Guaranty Matters. The Lenders and L/C Issuer irrevocably authorize Administrative Agent, at its option and in its discretion: (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to transfer or release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Commitments and payment and satisfaction in full of all Credit Party Obligations (other than contingent indemnification obligationsobligations for which no claim has been made) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (Bii) that is transferred in accordance with Sections 5.03(e) or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.46.05 hereof, or (Ciii) subject to Section 9.113.01, if approved, authorized or ratified in writing by the Required Lenders; and (iib) to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable its Credit Facility Guaranty if such Person ceases to be required to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseSection 5.03(e). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any Subsidiary Guarantor or Obligated Foreign Subsidiary from its obligations under the Credit Facility Guaranty executed by such Subsidiary Guarantor pursuant to this SectionSection 12.10. Administrative Agent will, at Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Subsidiary Guarantor from its obligations under the Credit Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 12.10.

Collateral and Guaranty Matters. Without limiting the provisions of Section 10.09, each of the Lenders (aincluding in its capacities as a potential Swap Contract Provider or Treasury Management Bank) The Lenders and the Bank Product Provider L/C Issuer irrevocably authorize and direct the Administrative Agent: , at its option and in its discretion, (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Document (Ai) upon termination of the Aggregate Revolving Commitments and payment in full of all Credit Party Obligations (other than (A) contingent indemnification obligationsObligations and (B) any obligations and liabilities under Swap Contracts or Treasury Management Agreements other than such outstanding obligations then due and payable as to which arrangements satisfactory to the applicable Swap Contract Provider or Treasury Management Bank have not been made) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (Bii) that is transferred or to be transferred as part of or in connection with any sale Disposition permitted hereunder or under any other disposition Credit Document or any Recovery Event, (iii) that is permitted under to be released pursuant to Section 6.4, 7.12 or (Ciii) subject as approved in accordance with Section 11.01; (b) to Section 9.1, if approved, authorized subordinate any Lien on any property granted to or ratified in writing held by the Required LendersAdministrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 8.02 and clause (c) in the definition of “Permitted Liens”; and and (iic) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. , including, without limitation, if such release is permitted under the terms of Sections 7.09(b) or (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releasec). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this Section.or

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: (i) to release any Lien on any Collateral Property granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; and; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2; and (iii) to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this SectionSection 8.12, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign SubsidiaryParty, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative such Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty pursuant to this SectionSection 8.12.

Collateral and Guaranty Matters. (a) The Lenders and the Bank Product Provider L/C Issuers irrevocably authorize and direct the Administrative Agent: (ia) to release any Lien on any Collateral property granted to or held by the Administrative Agent under any Credit Loan Document (Ai) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4Disposition, or (Ciii) subject to as approved in accordance with Section 9.1, if approved, authorized or ratified in writing by the Required Lenders10.01; and (iib) to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor or Obligated Foreign Subsidiary as a result of a transaction permitted hereunder. (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party or Obligated Foreign Subsidiary, at the Borrowers’ expense, all documents that the applicable Credit Party or Obligated Foreign Subsidiary shall reasonably request to evidence such termination or releaseapproved in Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateralproperty, or to release any the Guarantor or Obligated Foreign Subsidiary from its obligations under the Guaranty Guaranty, pursuant to this SectionSection 9.10. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any other Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.