Common use of Collateral and Guaranty Matters Clause in Contracts

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders Bank Product Provider irrevocably authorize and direct the Administrative Agent and Collateral Agent to take all such actions as shall be required Agent: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent under any Facility Credit Document (iA) upon termination of the aggregate Commitments and payment in full of all Credit Party Obligations (other than unmatured (i) contingent indemnification obligationsobligations to the extent no claim giving rise thereto has been asserted, (ii) Bank Product Debt that, at the time of determination, are allowed by the Person to whom such Bank Product Debt are owing to remain outstanding or are not required to be repaid or cash collateralized pursuant to the provisions of any document governing such Bank Product Debt, and (iii) the Letters of Credit so long as such Letters of Credit have been cancelled or returned to the Issuing Lender or the Issuing Lender has received Cash Collateral (or other collateral satisfactory to the Issuing Lender) with respect to such Letters of Credit), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableCredit Documents, or (ivC) subject to Section 8.019.1, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent nor under any Credit Document to the holder of any Lien on such Collateral that is permitted by Section 6.2(c); and (iii) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. (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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. In each case as specified in this Section 8.10, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Credit Documents and this Section 8.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Agent or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes the Administrative Agent, at its option, and in its sole discretion: (a) to enter into the Facility Documents as (in the case of Collateral Agent) secured party and sign for and on behalf of and the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and agrees the other Secured Parties; (b) to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to automatically release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations and Letters of Credit which have been Cash Collateralized or otherwise backstopped) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d); (c) to subordinate any Lien on any property granted to or held by the Administrative Agent nor Collateral Agent shall under any Loan Document to another Lien (i) permitted to exist on such property and (ii) permitted to be responsible for or have a duty senior to ascertain or inquire into any representation or warranty regarding the existence, value or collectability Liens of the CollateralSecured Parties under this Agreement; and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). Upon request by the Administrative Agent at any time, the existenceRequired Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, priority or perfection to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’ 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 Agent’s Lien thereonfrom the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or any certificate prepared by Borrower to evidence the release of such Guarantor from its obligations under the Guaranty, in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to each case in accordance with the Lenders for any failure to monitor or maintain any portion terms of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise expressly set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and Liens upon the Collateral granted pursuant to the Loan Documents. Each of the Lenders irrevocably authorizes the Administrative Agent and the Collateral Agent Agent, at its option: (a) to enter into the Facility Documents as (in the case of Collateral Agent) secured party and sign for and on behalf of and the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and agrees the other Secured Parties; (b) to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to automatically release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (x) contingent indemnification obligationsobligations not then due and (y) Cash Management Obligations or obligations and liabilities pursuant to Secured Hedge Agreements) that are accrued and payable and the termination of the Commitments), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility DocumentLoan Document to a Person that is not a Loan Party, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither , (iv) such property constitutes Excluded Assets (other than if such Lien on the Collateral was originally created on Excluded Assets at the request of the Lead Borrower; provided that the Lead Borrower may re-designate such property as an Excluded Asset by notice in writing to the Agents in its sole discretion if the property would then constitute an Excluded Asset at the time of such re-designation), (v) to the extent provided in the Collateral Documents and an Intercreditor Agreement or (vi) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d); (i) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to another Lien (A) permitted to exist on such property, including any Lien permitted under Sections 7.01(b) and (v), and (B) permitted to be senior to the Liens of the Secured Parties under this Agreement and (ii) to enter into subordination or intercreditor agreements with respect to Indebtedness that is expressly required or permitted to be subordinated hereunder and/or secured by Liens (including priority thereof) and to the extent the Administrative Agent nor or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including an Intercreditor Agreement; and (d) to automatically release any Guarantor (other than the Lead Borrower) from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent and the Collateral Agent shall be responsible for (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or have a duty to ascertain subordinate its interest in such item, or inquire into any representation or warranty regarding to evidence the existencerelease of such Guarantor from its obligations under the Guaranty, value or collectability in each case in accordance with the terms of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (a) to release any Lien on any property Property of any Consolidated Party granted to or held by the Administrative Agent or Collateral Agent under any Facility Credit Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale a Disposition permitted by Section 7.05 or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (a) ceases to be a Subsidiary as a result of a transaction permitted hereunder, (b) no longer is required to be a Guarantor pursuant to Section 6.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Neither Notwithstanding the foregoing, to the extent that following any such Release, any Real Property Asset owned by an otherwise to be released Subsidiary Guarantor that is obligated in respect of outstanding recourse debt for Indebtedness shall not be deemed an Unencumbered Property hereunder. Upon request by the Administrative Agent nor Collateral at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to release any Subsidiary Guarantor from its obligations hereunder pursuant to this Section 9.11. Upon the release of any Subsidiary Guarantor pursuant to this Section 9.11, the Administrative Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable (to the Lenders for any failure extent applicable) deliver to monitor or maintain any portion the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary Guarantor from its obligations under the CollateralCredit Documents.

Collateral and Guaranty Matters. (a) Each Lender Bank and the Letter of Credit Issuer hereby further authorizes Administrative Agent to take the following actions and Collateral Administrative Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and hereby agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required at the request of Borrower: (i) to release any Lien on any property Property granted to or held by Administrative Agent or Collateral Agent under any Facility Document Loan Papers (ix) upon (A) termination of the aggregate all Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations) owing under the Loan Papers to Administrative Agent, the Banks and (unless the Letter of Credit Issuer has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for) the Letter of Credit Issuer and owing to any Secured Hedge Provider under any Obligation with respect to a Hedge Transaction (other than a Secured Hedge Provider that has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Hedge Transactions with Secured Hedge Providers (other than any Secured Hedge Provider that has advised Administrative Agent that such Hedge Transactions are otherwise adequately provided for or novated), (iiy) that is, or is sold or otherwise disposed of or to be sold be, sold, released or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableterms of the Loan Papers, or (ivz) subject to Section 8.01, if approved, authorized or ratified in writing by Majority Banks (or, if approval, authorization or ratification by all Banks is required with respect to the Required Lenders. Neither release or substitution of all or substantially all of the collateral for the Obligations pursuant to Section 14.2(c), then by all Banks); (ii) to release any Guarantor from its obligations under the Loan Papers if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Papers; and (iii) to execute and deliver to Borrower, at Borrower’s sole cost and expense, any and all releases of Liens, guaranty releases, termination statements, assignments or other documents necessary or useful to accomplish or evidence the foregoing. (b) Upon the request of Administrative Agent nor at any time, Majority Banks will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral Agent shall be responsible for or have a duty pursuant to ascertain or inquire into this Section 12.14. (c) Notwithstanding anything contained in any representation or warranty regarding the existence, value or collectability of the CollateralLoan Papers to the contrary, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall no Person other than Administrative Agent or Collateral Agent be responsible or liable has any individual right to realize upon any of the collateral subject to the Lenders for Security Instruments or to enforce any failure to monitor Liens or maintain any portion remedies under the Security Instruments, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on behalf of the CollateralPersons secured or otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Person secured by such Liens that is not a party hereto agrees to the terms of this Section 12.14 and each Secured Hedge Provider consents to the grant by the Credit Parties to Administrative Agent of Liens on all Hedge Agreements and Hedge Transactions between such Secured Hedge Provider and any Credit Party.

Collateral and Guaranty Matters. Each The Lenders, the Swing Line Lender hereby further authorizes and the L/C Issuers irrevocably authorize the Administrative Agent, and the Administrative Agent and Collateral Agent to enter into the Facility Documents as hereby agrees: (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full in cash of all Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or upon Cash Collateralization or receipt of “back-to-back” letters of credit in accordance with Section 2.14), (ii) that is sold sold, transferred or otherwise disposed Disposed of or to be sold sold, transferred or otherwise disposed Disposed of as part of or in connection with any sale or other disposition transaction permitted hereunder or under any other Facility DocumentLoan Document (it being acknowledged and understood that any such property shall be sold, transferred or otherwise Disposed of free and clear of the Liens created by the Loan Documents) provided no Default or Event of Default then exists or would arise from such sale, transfer or other Disposition), (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Lenders or (iv) that is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guaranty pursuant to clause (c) below; (b) provided no Default or Event of Default then exists or would arise as a result thereof, to subordinate any Lien on any property granted to or held by the Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (c) provided no Default or Event of Default then exists or would arise as a result thereof, to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) such Guarantor owns real property assets that are, contemporaneously with such release, to become encumbered by a Lien securing a first mortgage loan permitted under this Agreement (it being acknowledged and understood that all obligations of such Guarantor under the Loan Documents (other than indemnification obligations which by their terms survive the payment of the Obligations) shall automatically terminate and be of no further force and effect upon the consummation of any such transaction). The Administrative Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding take such actions and execute such documents, at the existence, value or collectability expense of the CollateralBorrowers (including directing any collateral agent to take such actions) as are appropriate in connection with such releases, subordination or termination. Upon request by the Administrative Agent at any time, the existence, priority or perfection of Collateral Required Lenders will confirm in writing the Administrative Agent’s Lien thereonauthority to release or subordinate its interest in particular types or items of property, or to release any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable Guarantor from its obligations under the Guaranty pursuant to the Lenders for any failure to monitor or maintain any portion of the Collateralthis Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Issuing Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (ix) upon termination of the aggregate all Commitments and payment in full of all Loans, Reimbursement Obligations and all other Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableLoan Documents, or (ivz) subject to Section 8.0110.1, if approved, authorized or ratified in writing by the Required Lenders or all Lenders, as the case may be; and (ii) to release any Subsidiary Guarantor from its obligations under its Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Neither Upon request by the Administrative Agent nor Collateral at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty, pursuant to this Section 9.11(a). (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 any Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders or the Issuing Lenders for any failure to monitor or maintain any portion of the such Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders The Secured Parties irrevocably authorize the Administrative Agent Agent, at their option and Collateral Agent in their discretion, without the necessity of any notice to take all such actions as shall be required or further consent from the Secured Parties: (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Document Security Instrument (i) upon termination of the aggregate Commitments Facility Amounts and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Obligations, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.019.2, if approved, authorized or ratified in writing by the Required Majority Backstop Lenders. Neither ; (ii) to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain first priority perfected security interests in and Liens upon the Collateral granted pursuant to the Security Instruments; (iii) at the direction of the Majority Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the Collateral at any sale thereof conducted by the Administrative Agent nor under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code or pursuant to a plan of reorganization, or at any sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law; and (iv) to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Requirements of Law. (b) Upon the request of the Administrative Agent at any time, the requisite Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section. (c) The Borrower hereby irrevocably appoints the Administrative Agent shall be responsible as the Borrower’s attorney-in-fact, with full authority to, after the occurrence and during the continuance of an Event of Default, act for the Borrower and in the name of the Borrower to, in the Administrative Agent’s discretion upon the occurrence and during the continuance of an Event of Default, file one or have a duty more financing or continuation statements, and amendments thereto, relative to ascertain all or inquire into any representation part of the Collateral without the signature of the Borrower where permitted by law, to receive, endorse, and collect any drafts or warranty regarding the existenceother instruments, value or collectability documents, and chattel paper which are part of the Collateral, and to ask, demand, collect, ▇▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the existence, priority Collateral and to file any claims or perfection take any action or institute any proceedings which the Administrative Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) Each Lender hereby irrevocably authorizes and ratifies the Administrative Agent’s Lien thereonentry into this Agreement and the Security Instruments for the benefit of the Secured Parties. Each Lender hereby irrevocably agrees that any action taken by the Administrative Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Instruments, and the exercise by the Administrative Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Lenders. (e) If the Borrower or any Subsidiary fails to perform any covenant contained in this Agreement or the other Security Instruments, the Administrative Agent may itself perform, or any certificate prepared by cause performance of, such covenant, and the Borrower shall pay for the expenses of the Administrative Agent incurred in connection therewiththerewith in accordance with Section 9.16(a). (f) The powers conferred on the Administrative Agent under this Agreement and the other Security Instruments are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, nor the Administrative Agent and each Secured Party shall have no duty with respect to any Collateral in its possession or control (or in the possession or control of the Administrative Agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property. Neither the Administrative Agent nor any Secured Party shall be liable or responsible or liable to the Lenders for any failure loss or damage to monitor or maintain any portion of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrower or selected by the Administrative Agent in good faith. (g) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower and each Secured Party hereby agree that no Secured Party other than the Administrative Agent shall have any right individually to realize upon any of the Collateral or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Security Instruments may be exercised solely by Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof.

Collateral and Guaranty Matters. Each Lender (a) Except as specifically otherwise provided in any of the Collateral Documents, the Agent is hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party authorized on behalf of and for the benefit all of the Lenders, without assumption of any duty or obligation in respect of and without the necessity of any notice to or further consent from any other Lender, to take any action with respect to any Collateral or Collateral Documents that may be necessary to perfect and maintain perfected the Agent's Liens upon the Collateral. (b) The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders hereby irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required the Agent, in its discretion, to release any Lien on any property granted to or held by Administrative the Agent or upon any Collateral Agent under any Facility Document (i) upon from and after the day of termination of any Collateral Document pursuant to the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), terms thereof; (ii) that is constituting property being sold or otherwise disposed of or if the Borrower certifies to be sold or otherwise disposed of as part of or in connection with any the Agent that the sale or other disposition is permitted hereunder under the relevant Collateral Document and this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry, unless notified to the contrary by the Required Lenders); or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by all Lender Parties; provided, however, that (x) the Required LendersAgent -------- ------- shall not be required to execute any such documents on terms that create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower in respect of) all assets retained by the Borrower/Borrowers, including the proceeds of any Asset Disposition, all of which shall continue to constitute part of the Collateral. Neither Administrative Upon request by the Agent nor at any time, the other Lender Parties will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 8.09(b). (c) The Agent shall be responsible for have no obligation whatsoever to any other Lender or other Person to assure that the Collateral exists or is owned by the Borrower or (except as otherwise expressly required by the Collateral Documents) is cared for, protected or insured, or that the Liens of the Agent thereunder have a duty been properly created, perfected, protected or enforced or are entitled to ascertain or inquire into any representation or warranty regarding particular priority. (d) Except as otherwise provided in the existenceLoan Documents, value or collectability the Agent may act in any manner it may deem appropriate in respect of the Collateral, in its discretion, given the existenceAgent's own interest in the Collateral as a Lender, priority and the Agent shall have no duty or perfection liability whatsoever with respect thereto to any other Lender. (e) Each Lender hereby approves the form of Collateral the other Loan Documents attached as exhibits to this Agreement and hereby authorizes the Agent on its behalf to accept from Holdings, the Borrower and the Subsidiary Guarantors and execute and deliver as Agent’s Lien thereon, the other Loan Documents in substantially the form of such exhibits, with such changes, additions or deletions as the Agent, in its discretion, may approve as necessary or appropriate, such approval to be conclusively evidenced by the Agent's acceptance or execution thereof. Each Lender also authorizes the Agent to accept, or execute and deliver, such additional documents (including financing statements, opinions, certificates and other documents in form and substance satisfactory to the Agent, in its discretion) in connection with the closing pursuant to Section 3.01, or any certificate prepared subsequent closing for the pledge of any other Collateral, or any additional Guaranties as the Agent, in its discretion, may approve, such approval to be conclusively evidenced by Borrower in connection therewith, nor shall Administrative Agent the Agent's acceptance or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralexecution thereof.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and the Collateral Agent to enter into release (or instruct the Facility Collateral Agent to release) any Collateral that it is permitted to be sold or released pursuant to the terms of the Loan Documents (it being understood and agreed that the Collateral Agent may conclusively rely without further inquiry on a certificate of a Responsible Representative as (to the sale or other disposition of property being made in full compliance with the case provisions of the Loan Documents). Each Lender hereby authorizes the Collateral Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any Disposition of Collateral Agent) secured party on behalf to the extent such Disposition is permitted by the terms of and for the benefit of the Lenders and agrees to be bound this Agreement or is otherwise authorized by the terms of the Facility Loan Documents. Without limiting Upon request by the provisions of Section 7.10Collateral Agent at any time, the Lenders irrevocably authorize Administrative Agent and will confirm the Collateral Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Article IV. The Collateral Agent shall have no obligation whatsoever to take all such actions as shall be required any Lender or any other person to release investigate, confirm or assure that the Collateral exists or is owned by any Lien on Loan Party or is cared for, protected or insured or has been encumbered, or that any property particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to or held by Administrative Agent or the Collateral Agent under pursuant hereto or any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold Loan Documents or otherwise disposed of have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to be sold or otherwise disposed of as part of exercise at all or in connection with any sale or other disposition permitted hereunder particular manner or under any other Facility Documentduty of care, (iii) that is expressly permitted disclosure or fidelity, or to be released pursuant tocontinue exercising, any of the rights, authorities and subject powers granted or available to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for in this Agreement or have a duty to ascertain or inquire into in any representation or warranty regarding of the existenceother Loan Documents, value or collectability it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the existenceother terms and conditions contained herein, priority the Collateral Agent shall have no duty or perfection liability whatsoever to any other Lender. The Collateral Agent and each Lender hereby appoint each other as agent for the purpose of perfecting the Collateral Agent’s Lien thereonsecurity interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any certificate prepared by Borrower in connection therewithLender obtain possession or control of any such assets, nor such Lender shall Administrative notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor, shall deliver such assets to the Collateral Agent or in accordance with the Collateral Agent’s instructions or transfer control to the Collateral Agent in accordance with the Collateral Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent in writing (or consented to by Collateral Agent in accordance with this Agreement), it being understood and agreed that such rights and remedies may be responsible or liable to exercised only by the Lenders for any failure to monitor or maintain any portion of the CollateralCollateral Agent.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize Administrative Agent Agent, at its option and Collateral Agent in its discretion, (a) to take all such actions as shall be required to transfer or release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document (i) upon termination of the aggregate Aggregate Commitments and payment and satisfaction in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0111.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for , (iv) in accordance with the provisions of Section 4.09, (v) in accordance with the Intercreditor Agreement or have a duty (vi) after foreclosure or other acquisition of title if approved by Required Lenders; (b) to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereonSubsidiary Guarantor from its obligations under any Subsidiary Guaranty if such Person, or any certificate prepared by Borrower the limited partnership in connection therewithwhich such Person is the general partner, nor shall Administrative Agent ceases to own a Borrowing Base Property; and (c) if all or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral is acquired by foreclosure or by deed in lieu of foreclosure, Administrative Agent shall take title to the collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Percentages on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure. Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral so acquired. In its capacity, the Administrative Agent is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders upon the terms of the Security Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Lenders. Upon request by Administrative Agent at any time, Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.10. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to Section 10.10(a)(ii), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which, if applicable, shall continue to constitute part of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.1010.8, the Lenders irrevocably authorize Administrative Agent the Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (i) to release any Lien on any property granted to or held by Administrative Agent or Collateral the Agent under any Facility Loan Document (iA) upon termination of on the aggregate Commitments and payment in full of Termination Date (or such other date on which all Obligations (other than unmatured contingent indemnification obligationsthen outstanding have been paid in full), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, Loan Documents or (ivC) subject to Section 8.0111.1, if approved, authorized or ratified in writing by the Required Majority Lenders; and (ii) to release any Guarantor from its obligations under its Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Neither Administrative Upon request by the Agent nor Collateral at any time, the Majority Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under its Guaranty pursuant to this Section 10.9. (b) The Agent shall will 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 Collateral the Agent’s Lien thereon, or any certificate prepared by the Borrower in connection therewith, nor shall Administrative Agent or Collateral will the Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or any Security Agreement which may be necessary to perfect and maintain perfected the Liens on the Collateral granted pursuant to any such Security Agreement or protect and preserve the Agent’s ability to enforce the Liens or realize upon the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required to in its discretion, (a) To transfer or release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document (i) upon termination of the aggregate Aggregate Commitments and payment and satisfaction in full of all Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0111.01, if approved, authorized or ratified in writing by Required Lenders, (iv) after foreclosure or other acquisition of title if approved by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or (v) that is permitted or required to be released in accordance with Section 2.17; (b) to release any certificate prepared by Borrower Guarantor from its obligations under any Subsidiary Guaranty if such Person ceases to be a Subsidiary or ceases to be required to be a Guarantor as a result of a transaction as set forth in connection therewith, nor shall Administrative Agent Sections 2.17 or Collateral Agent be responsible 8.04(a); and (c) If all or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralCollateral is acquired by foreclosure or by retention in full or partial satisfaction of the Obligations, Administrative Agent shall take title to the Collateral in its name or by an Affiliate of Administrative Agent, but for the benefit of all Lenders in their Applicable Percentages on the date of the foreclosure sale or retention in full or partial satisfaction of the Obligations. Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral so acquired. (d) Each Lender authorizes and directs Administrative Agent to enter into the Security Documents for the benefit of Lenders. Except to the extent unanimity is required hereunder, (i) each Lender agrees that any action taken by Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, and (ii) each Lender agrees that any action taken by Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release agree: (a) that any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document shall be automatically released (i) upon termination of the aggregate Commitments of all the Lenders and the L/C Issuer and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit in which the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or, if satisfactory to the L/C Issuer in its sole discretion, for which a backstop letter of credit is in place), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Facility Document, (iii) that is expressly permitted Loan Document to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicablea Loan Party, or (iviii) subject to Section 8.0111.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither ; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent nor Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); (c) that any Guarantor (other than the Borrowers) shall be responsible for automatically released from its obligations under the Guarantee in Article 10 if in the case of any Guarantor, such Person ceases to be a Subsidiary as a result of a transaction or have designation permitted hereunder; (d) if any Guarantor shall cease to be a duty Material Subsidiary (as certified in writing by a Responsible Officer) and Holdings notifies the Administrative Agent in writing that it wishes such Guarantor to ascertain be released from its Obligations hereunder or inquire into its obligations under the Guarantee in Article 10 hereto such Subsidiary shall be automatically released from its Obligations hereunder or its obligations under its Guarantee; Upon request by the Administrative Agent at any representation time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or warranty regarding subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the existenceGuaranty pursuant to this Section 9.12. In each case as specified in this Section 9.12, value the Administrative Agent will promptly (and each Lender and each L/C Issuer irrevocably authorizes the Administrative Agent to), at Holding’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or collectability subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Loan Party from its obligations under any of the CollateralLoan Documents, in each case in accordance with the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion terms of the CollateralLoan Documents and this Section 9.12.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent in its discretion, without the necessity of any notice to take all such actions as shall be required or further consent from the Secured Parties: (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (iA) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Security Termination, (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iiiC) that constituting property in which no Loan Party owned an interest at the time the Lien was granted or at any time thereafter, (D) constituting property leased to any Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Documents or is expressly permitted about to be released pursuant toexpire and which has not been, and subject is not intended by such Loan Party to be, renewed, (E) consisting of an instrument or other possessory collateral evidencing Debt or other obligations pledged to the conditions set forth in, Section 2.09(b) and/or Section 2.09(cAdministrative Agent (for the benefit of the Secured Parties), as applicableif the Debt or obligations evidenced thereby has been paid in full or otherwise superseded, or (ivF) subject to Section 8.019.01, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (ii) to release any Guarantor from its obligations under its Guaranty Agreement if such Person ceases to be a Loan Party as a result of a transaction permitted hereunder; (iii) to deliver instruments of assurance confirming the non-existence of any Lien under the Loan Documents with respect to assets of the Loan Parties described in Section 6.01(b) that are excluded from the Collateral; (iv) to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments; (v) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (a)(i) hereof; and (vi) to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) Upon the request of the Administrative Agent nor at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.09. (c) Each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full authority to, after the occurrence and during the continuance of an Event of Default, act for such Person and in the name of such Person to, in the Administrative Agent’s discretion upon the occurrence and during the continuance of an Event of Default, (i) file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of such Loan Party where permitted by law, (ii) to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iv) to file any claims or take any action or institute any proceedings which the Administrative Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral and (v) if any Loan Party fails to perform any covenant contained in this Agreement or the other Security Instruments after the expiration of any applicable grace periods, the Administrative Agent may itself perform, or cause performance of, such covenant, and such Loan Party shall pay for the expenses of the Administrative Agent incurred in connection therewith in accordance with Section 9.04. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (e) The powers conferred on the Administrative Agent under this Agreement and the other Security Instruments are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, the Administrative Agent and each Lender shall have no duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property. Neither the Administrative Agent nor any Lender shall be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrower Representative or selected by the Administrative Agent in good faith.

Collateral and Guaranty Matters. (a) Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (including in its capacities as a potential Cash Management Bank and agrees to be bound by a potential Hedge Bank) and the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuers irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made) (such event, the “Facility Termination Date”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition disposal permitted hereunder or under any other Facility Loan Document, (iii) in the event that such property is expressly permitted no longer required to be released pledged pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, 6.12 hereof or any provision of any other Loan Document or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Lenders in accordance with Section 10.01; (ii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including the release of any Subsidiary that is designated as an Unrestricted Subsidiary) or such Person is no longer required to be a Guarantor pursuant to Section 6.12 hereof or any provision of any other Loan Document; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (b) If as a result of any transaction not prohibited by this Agreement any Guarantor becomes an Excluded Subsidiary, an Immaterial Subsidiary or is otherwise no longer required to be a Guarantor pursuant to Section 6.12 hereof or any provision of any other Loan Document, then such Guarantor’s Guarantee shall be automatically released. If as a result of any transaction not prohibited by this Agreement the property of (including Equity Interests held by) any Person is no longer required to be pledged pursuant to Section 6.12 hereof or any provision of any other Loan Document, then the security interest of the Administrative Agent and the other Secured Parties therein shall be automatically released. In connection with any termination or release pursuant to this Section 9.10(b), the Administrative Agent and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.10(b) shall be without recourse to or warranty by the Administrative Agent or any Lender.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders The Secured Parties irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (i) to release any Lien on any property Property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (ix) upon termination of the aggregate all Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Bank Product Agreements as to which arrangements satisfactory to the applicable Bank Product Provider shall have been made), (iiy) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableLoan Documents, or (ivz) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders or all Lenders. Neither , as applicable, under Section 12.2; (ii) to subordinate any Lien on any Property granted to or held by the Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such Property that is permitted by Section 8.2; and (iii) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. (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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on (x) any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, Loan Document to a Person that is not a Loan Party or (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 10.01 or (y) any Equity Interests of a Subsidiary of the Borrower granted to or held by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for under any Loan Document if such Subsidiary (A) does not own a Portfolio Property that is included in the Borrowing Base and (B) does not, directly or have indirectly, own any Equity Interests of any Affiliated Investor that owns a duty Portfolio Property included in the Borrowing Base; and (b) to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability Guarantor that is a Subsidiary of the CollateralBorrower from its obligations under the Guaranty Agreement if such Person (i) ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) becomes an Excluded Subsidiary as a result of a transaction permitted hereunder and in accordance with the terms hereof. Upon request by the Administrative Agent at any time, the existenceRequired Lenders will confirm in writing the Administrative Agent’s authority to release its interest in any Collateral or to release any Guarantor that is a Subsidiary of the REIT from its obligations under the Guaranty Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, priority or perfection 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 Agent’s Lien thereonfrom the assignment and security interest granted under the Collateral Documents, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion release such Guarantor that is a Subsidiary of the CollateralREIT from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further of the Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) and the Issuers irrevocably authorizes the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of , and for the benefit each of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and the Collateral Agent to take all such actions as shall be required to agrees that it will: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Obligations, (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Facility DocumentLoan Document (including in connection with a Permitted Sale-Leaseback Transaction) to any Person other than Holdings, the Borrower or any of the Guarantors, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders. Neither , or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent nor or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.1(i); (c) release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability guarantor in respect of the CollateralTerm Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Term Facility, the existenceSenior Notes, priority any Credit Agreement Refinancing Indebtedness or perfection of any other Junior Financing. Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Collateral Agent’s Lien thereonauthority to release or subordinate its security interest in particular types or items of property, or to release any certificate prepared Guarantor from its obligations under the Guaranty pursuant to this Section 11.11. Notwithstanding the foregoing, in each case as specified in this Section 11.11, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 11.11. In connection with the delivery of any such release or subordination documentation by Borrower in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable pursuant to this Section 11.11, the Borrower shall have delivered to the Lenders for any failure Administrative Agent, prior to monitor or maintain any portion the date of the Collateralproposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. Each Lender hereby further authorizes The Lenders and the L/C Issuers irrevocably authorize and direct each of the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of and/or Collateral Agent, as applicable: (a) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release (i) any Lien on any property Property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (iA) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations outstanding under the Loan Documents (other than unmatured contingent indemnification obligations)obligations as to which no claim has been asserted) and the expiration, termination or Cash Collateralization of all Letters of Credit, (iiB) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, Loan Document or (ivC) subject to Section 8.0111.01, if approved, authorized or ratified in writing by the Required Lenders, (ii) any Lien on the Capital Stock of any Subsidiary that becomes a Non‑Pledged Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder and (iii) any Lien on the Property or Capital Stock of Wireless LLC, CBTS or any Subsidiary of CBTS contemplated by Section 7.12(c), upon the consummation of a Wireless Disposition or CBTS Disposition, as applicable; (b) to subordinate any Lien on any Property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Person (including, without limitation, Wireless LLC, CBTS or any Subsidiary of CBTS as contemplated by Section 7.12(c)) becomes an Excluded Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder. Neither In connection with any termination or release pursuant to this Section 10.10, the Administrative Agent nor and/or the Collateral Agent shall promptly execute and deliver to the Borrower or any Subsidiary, at the Borrower’s or such Subsidiary’s expense, all documents that the Borrower or such Subsidiary shall reasonably request to evidence such termination or release. Effective immediately upon any Loan Party ceasing to be responsible for a Subsidiary or have ceasing to be a duty Guarantor, such Loan Party shall cease to ascertain be a party to this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or Collateral Agent’s, as applicable, authority to release or inquire into subordinate its interest in particular types or items of Property, or to release any representation or warranty regarding Guarantor from its obligations under the existence, value or collectability Guaranty pursuant to this Section 10.10; provided that the failure to obtain such confirmation shall not derogate from the rights of the Collateral, Borrower and the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralSubsidiaries under this Section 10.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent The Purchasers irrevocably authorize the Collateral Agent, and upon the written request of the Issuer, the Collateral Agent to enter into the Facility Documents as agrees: (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to To release any Lien and all Liens on any property Collateral granted to or held by Administrative Agent or the Collateral Agent under any Facility Note Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)obligations for which no claim has been asserted) under the Note Documents, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility DocumentNote Document or any Involuntary Disposition, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, as approved in accordance with Section 2.09(b) and/or Section 2.09(c), as applicable12.01, or (iv) subject as otherwise may be expressly provided under the First Lien/Second Lien Intercreditor Agreement; and (b) to Section 8.01release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Note Documents or (ii) upon payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents. Upon request by the Collateral Agent at any time, if approved, authorized or ratified the Required Purchasers will confirm in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent’s authority to release (or instruct the Collateral Agent to release) its interest in particular types or items of property, or any Guarantor from its obligations under the Guaranty, pursuant to this Section 12.21. At any time that a Note Party desires the Collateral Agent to take any action pursuant to this Section 12.21, such Note Party shall deliver a certificate signed by a Responsible Officer of such Note Party stating that the action is permitted pursuant to this Section 12.21 and the terms of this Agreement. The Collateral Agent (or any sub-agent acting on its behalf) shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower any Note Party in connection therewith, nor shall Administrative Agent or the Collateral Agent (or any sub-agent acting on its behalf) be responsible or liable to the Lenders Purchasers for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees each L/C Issuer irrevocably authorize each Agent, at its option and in its discretion, (a) to be bound release any Lien on any Collateral granted to or held by the terms Administrative Agent and/or the Canadian Administrative Agent under any Loan Document (i) upon termination of the Facility Documents. Without limiting Commitments and payment in full of all Obligations under the provisions 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 Section 7.10, all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Lenders irrevocably authorize Administrative Agent and Collateral Agent the applicable L/C Issuer shall have been made), (ii) that is transferred or to take all such actions be transferred as shall be required part of or in connection with any sale, disposition or other transaction permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01; (b) to release subordinate any Lien on any property granted to or held by Administrative Agent or Collateral the applicable Agent under any Facility Loan Document (i) upon termination to the holder of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) any Lien on such property that is sold permitted by Section 8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the applicable Agent at any time, the Required Lenders will promptly confirm in writing such Agent’s authority to release or otherwise disposed subordinate its interest in particular types or items of property, or to be sold or otherwise disposed of as part of or in connection with release any sale or other disposition permitted hereunder or Guarantor from its obligations under any other Facility Documentthe Guaranty, (iii) that is expressly permitted pursuant to be released pursuant to, and subject to the conditions set forth in, this Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders10.10. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral such Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall Administrative Agent or Collateral such Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize Administrative the Collateral Agent and the Mine Collateral Agent to take all such actions as shall be required Agent, at their option and in their discretion, (i) to release any Lien on any property granted to or held by Administrative the Collateral Agent or the Mine Collateral Agent (as the case may be) under any Facility Loan Document (ix) upon termination of on or after the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Termination Date, (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, Loan Documents or (ivz) subject to Section 8.019.2, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.3(e) or to any Permitted Encumbrance; and (iii) to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Collateral Agent or the Mine Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s or the Mine Collateral Agent’s (as the case may be) authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Loan Documents pursuant to this Section 8.10. (b) The Collateral Agent and the Mine Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the any Collateral, the existence, priority or perfection of the Collateral Agent’s or the Mine Collateral Agent’s (as the case may be) Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall Administrative the Collateral Agent or the Mine Collateral Agent (as the case may be) be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (i) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (ii) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0110.1, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (ii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.3(g) and (i); and (iii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the guaranty pursuant to this Section 9.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Notwithstanding anything contained in any Loan Document, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guaranty of the Obligations (including any such guaranty provided by the Guarantors pursuant to the Guarantee and Collateral Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof; provided that, for the avoidance of doubt, in no event shall a Secured Party be restricted hereunder from filing a proof of claim on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law or any other judicial proceeding. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other Disposition, the Administrative Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition, and the Administrative Agent, as agent for and representative of such Secured Party (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other Disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement, to have agreed to the foregoing provisions. In furtherance of the foregoing, and not in limitation thereof, no Specified Swap Agreement, no Lender-Provided Foreign Currency Hedge, and no Cash Management Agreement, the liabilities and obligations under which constitute Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the Obligations of any Loan Party under any Loan Document except as expressly provided herein or in the Guarantee and Collateral Agreement. By accepting the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement, any Secured Party that is a Cash Management Bank or a Qualified Counterparty shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and to have agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

Collateral and Guaranty Matters. Each Lender hereby further of the Lenders (including in its capacities as a potential Cash Management Bank and Hedge Bank) irrevocably authorizes the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of , and for the benefit each of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and the Collateral Agent to take all such actions as shall be required to agrees that it will: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (x) obligations and liabilities under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank shall have been made, (y) contingent indemnification obligationsobligations not yet accrued and payable and (z) Cash Management Obligations), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Facility DocumentLoan Document to any Person other than a Borrower or any of its Domestic Subsidiaries that are Guarantors, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither , or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guarantee and Collateral Agreement pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent nor or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(d); (c) release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction or designation permitted hereunder; and release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Guarantor continues to be responsible for a guarantor in respect of any Indebtedness (other than the Obligations) of any Borrower or have a duty to ascertain or inquire into any representation or warranty regarding of its Subsidiaries. Upon request by the existence, value or collectability of the CollateralAdministrative Agent at any time, the existence, priority or perfection of Required Lenders will confirm in writing the Collateral Agent’s Lien thereonauthority to release or subordinate its interest in particular types or items of property, or to release any certificate prepared by Borrower Guarantor from its obligations under the Guarantee and Collateral Agreement pursuant to this Section 9.11. In each case as specified in connection therewiththis Section 9.11, nor shall Administrative the applicable Agent or Collateral will (and each Lender irrevocably authorizes the applicable Agent be responsible or liable to), at the Borrowers’ expense, execute and deliver to the Lenders for any failure applicable Loan Party such documents as such Loan Party may reasonably request to monitor evidence the release or maintain any portion subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guarantee and Collateral Agreement, in each case in accordance with the terms of the CollateralLoan Documents and this Section 9.11.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (including in its capacities as a potential Hedge Bank) and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent and Collateral Agent Agent: (a) to take all such actions as shall be required to automatically release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed (other than to another Company Party) as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(u) to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), 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 Agent shall be responsible for from the assignment and security interest granted under the Collateral Documents or have a duty to ascertain subordinate its interest in such item, or inquire into any representation or warranty regarding to evidence the existencerelease of such Guarantor from its obligations under the Guaranty, value or collectability in each case in accordance with the terms of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise expressly set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and Liens upon the Collateral granted pursuant to the Loan Documents. Each of the Lenders irrevocably authorizes the Administrative Agent and the Collateral Agent Agent, at its option: (a) to enter into the Facility Documents as (in the case of Collateral Agent) secured party and sign for and on behalf of and the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and agrees the other Secured Parties; (b) to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to automatically release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (x) contingent indemnification obligationsobligations not then due and (y) Cash Management Obligations or obligations and liabilities pursuant to Secured Hedge Agreements) that are accrued and payable and the termination of the Commitments), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility DocumentLoan Document to a Person that is not a Loan Party, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor , (iv) such property constitutes Excluded Assets (other than if such Lien on the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding was originally created on Excluded Assets at the existence, value or collectability request of the Collateral, Lead Borrower; provided that the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared Lead Borrower may re-designate such property as an Excluded Asset by Borrower notice in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable writing to the Lenders for any failure Agents in its sole discretion if the property would then constitute an Excluded Asset at the time of such re-designation), (v) to monitor the extent provided in the Collateral Documents and an Intercreditor Agreement or maintain any portion (vi) if the property subject to such Lien is owned by a Guarantor, upon release of the Collateral.such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d); (c)

Collateral and Guaranty Matters. (a) Each Lender Bank and the Letter of Credit Issuer hereby further authorizes Administrative Agent to take the following actions and Collateral Administrative Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and ▇▇▇▇▇▇ agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required at the request of Borrower: (i) to release any Lien on any property Property granted to or held by Administrative Agent or Collateral Agent under any Facility Document Loan Papers (ix) upon (A) termination of the aggregate all Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations) owing under the Loan Papers to Administrative Agent, the Banks and (unless the Letter of Credit Issuer has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for) the Letter of Credit Issuer and owing to any Secured Hedge Provider under any Obligation with respect to a Hedge Transaction (other than a Secured Hedge Provider that has advised Administrative Agent that the Obligations owing to it are otherwise adequately provided for or novated), and (B) termination of all Hedge Transactions with Secured Hedge Providers (other than any Secured Hedge Provider that has advised Administrative Agent that such Hedge Transactions are otherwise adequately provided for or novated), (iiy) that is, or is sold or otherwise disposed of or to be sold be, sold, released or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableterms of the Loan Papers, or (ivz) subject to Section 8.01, if approved, authorized or ratified in writing by Majority Banks (or, if approval, authorization or ratification by all Banks is required with respect to the Required Lenders. Neither release or substitution of all or substantially all of the collateral for the Obligations pursuant to Section 14.2(c), then by all Banks); (ii) to release any Guarantor from its obligations under the Loan Papers if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Papers; and (iii) to execute and deliver to Borrower, at Borrower’s sole cost and expense, any and all releases of Liens, guaranty releases, termination statements, assignments or other documents necessary or useful to accomplish or evidence the foregoing. (b) Upon the request of Administrative Agent nor at any time, Majority Banks will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral Agent shall be responsible for or have a duty pursuant to ascertain or inquire into this Section 12.14. (c) Notwithstanding anything contained in any representation or warranty regarding the existence, value or collectability of the CollateralLoan Papers to the contrary, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall no Person other than Administrative Agent or Collateral Agent be responsible or liable has any individual right to realize upon any of the collateral subject to the Lenders for Security Instruments or to enforce any failure to monitor Liens or maintain any portion remedies under the Security Instruments, and all powers, rights and remedies under the Security Instruments may be exercised solely by Administrative Agent on behalf of the CollateralPersons secured or otherwise benefitted thereby. (d) By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Person secured by such Liens that is not a party hereto agrees to the terms of this Section 12.14 and each Secured Hedge Provider consents to the grant by the Credit Parties to Administrative Agent of Liens on all Hedge Agreements and Hedge Transactions between such Secured Hedge Provider and any Credit Party.

Collateral and Guaranty Matters. (a) Each Lender hereby further authorizes and each L/C Issuer agrees that any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent, the Collateral Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein with respect to such Person or Persons, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, L/C Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such Collateral Document delivered by the Borrowers or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the L/C Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such Collateral Documents and all other purposes stated therein; provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to enter into act as collateral sub-agent for the Facility Administrative Agent, the Lenders and the L/C Issuers for purposes of the perfection of all security interests and Liens with respect to the US Borrower’s and its Subsidiaries’ respective Deposit Accounts maintained with, and cash and Eligible Securities held by, such Lender or such L/C Issuers, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents, and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the L/C Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents as relating thereto, applicable Law or otherwise. (b) Each of the Lenders and the L/C Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent, at its option and in its discretion, to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent or the Collateral Agent) secured party on behalf of and , as applicable, for the benefit of the Lenders Lenders, the L/C Issuers and agrees to be bound by the terms other Secured Parties against any of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document following: (i) all of the Collateral, upon termination of the aggregate Commitments and payment and satisfaction in full of all Loans, Reimbursement Obligations and all other Obligations that the Administrative Agent has been notified in writing are then due and payable (other than unmatured and, in respect of contingent indemnification obligationsL/C Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case on terms satisfactory to the Administrative Agent and the applicable L/C Issuers), ; (ii) any assets that is are subject to a Lien permitted by Section 7.01(l) (Liens); and (iii) any part of the Collateral sold or otherwise disposed Disposed of by a Loan Party if such sale or other Disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement). Each of the Lenders and the L/C Issuers hereby directs the Administrative Agent or the Collateral Agent, as applicable, to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 9.11 promptly upon the effectiveness of any such release. (c) Each of the Lenders and the L/C Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent, at its option and in its discretion, (i) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or becomes an Immaterial Subsidiary in accordance with the terms of Section 6.14; and (ii) to consent to the amendment of the Pledge and Security Agreement from time to time to omit from the required Collateral specified thereunder certain licenses, permits or similar approvals issued to, or applied for by, the Borrowers or any of their respective Subsidiaries under applicable Laws where it is required by Law or a Governmental Authority that such license not be granted or delivered as security or Collateral. (d) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to be sold release any Guarantor from its obligations under the Guaranty, pursuant to this Section 9.11. (e) The Administrative Agent is authorized, without further action or otherwise disposed consent of as part the Lenders or L/C Issuer, to release any Pledged Stock of or any Subsidiary in connection with any sale liquidation, wind up, dissolution, deregistration or other disposition similar action or restructuring permitted hereunder or under any other Facility Documentpursuant to Section 7.04 (Fundamental Changes) upon the occurrence of such event or, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth inextent reasonably necessary to facilitate the occurrence of such contemplated event, Section 2.09(b) and/or Section 2.09(c)prior to such event, as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower well as in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for with any failure to monitor or maintain any portion of the CollateralPermitted Intercompany Transaction.

Collateral and Guaranty Matters. Each Lender hereby further authorizes of the Lenders irrevocably authorize the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent shall to enter into the Facility Documents as (extent requested by the Borrower or, solely in the case of Collateral Agentclause (d) secured party on behalf below, to the extent provided for under this Agreement and, in each case of and for clauses (a) through (d) below, to the benefit of the Lenders and agrees to be bound by extent permitted under the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to Closing Date Intercreditor Agreement, (a) release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations as to which no claim has been asserted), (ii) that is sold or otherwise sold, disposed of or distributed or to be sold or otherwise sold, disposed of or distributed as part of or in connection with any sale or other disposition transaction permitted hereunder or under any other Facility Loan Document, in each case to a Person that is not a Loan Party nor is required to become a Loan Party (but no release of such Lien shall occur on account of this Section 9.11(a) as a result of any foreclosure of a Lien to the extent such foreclosure would otherwise be a permitted disposition or other permitted transaction hereunder), (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall , (iv) that constitutes Excluded Property as a result of an occurrence not prohibited hereunder, (v) any equity interests in a Person that becomes and continues to be responsible for or have a duty to ascertain or inquire into an Excluded Subsidiary (other than the equity interests in any representation or warranty regarding the existence, value or collectability Immaterial Subsidiaries listed as pledged in Schedule II of the Collateral, Security Agreement) or (vi) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable under any Loan Document to the Lenders for holder of any failure Permitted Lien on such property that is permitted by clauses (1) (solely with respect to monitor or maintain cash deposits), (4) (solely with respect to cash deposits), (5) (solely to subordinate to such Lien, but not to release any portion assets subject to it), (6) (only with regard to Section 7.01(d)), (9), (11) (solely with respect to cash deposits), (16), (17) (other than with respect to self-insurance arrangements), (18) (solely to the extent constituting Excluded Property), (21), (23) (solely to the extent relating to a lien of the Collateral.type allowed pursuant to clause (9) of the definition thereof), (25) (solely to the extent relating to a lien of the type allowed pursuant to clause (6) of the definition of “Permitted Liens” and securing obligations under Indebtedness of the type allowed pursuant to Section 7.01(d)), (26) (solely to the extent the Lien of the Collateral Agent on such property is not, pursuant to such agreements, required or permitted to be senior to or pari passu with such Liens), (29) (solely with respect to cash deposits), (34), (39) (only for so long as required to be secured for such letter of intent or investment), (45), (46) (solely to subordinate to such Lien, but not to release any assets subject to it) and (48) of the definition thereof; (c) release any Guarantor from its obligations under the applicable Guaranty if in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary or otherwise becomes and continues to be an Excluded Subsidiary (other than by operation of clause (b) of the definition; except if (1) any Subsidiary that becomes a non-Wholly Owned Subsidiary after the Closing Date as a result of (x) the issuance or other Disposition of Equity Interests of such Subsidiary in either case to a Person that is not a Loan Party or an Affiliate of a Loan Party, (y) such issuance or Disposition was not entered into in contemplation of such Subsidiary’s ceasing to constitute a Loan Party or in contemplation of this release provision and (z) such issuance or Disposition was pursuant to a bona joint venture otherwise permitted to exist under the other terms of this Agreement and (2) no Event of Default has occurred and is continuing or would be reasonably expected to result therefrom, then such Person becoming and continuing to be an Excluded Subsidiary may be released hereby) as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of, to the extent incurred by a Loan Party, any other Indebtedness, in each case, with an aggregate outstanding principal amount in excess of $5,750,000; and (d) enter into any Intercreditor Agreement contemplated by this Agreement without any further approval of the Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. Additionally, upon reasonable request of the Borrower, the Collateral Agent will return possessory Collateral held by it that is released from the security interests created by the Collateral Documents pursuant to this Section 9.11; provided that in each case of this Section 9.11, the Borrower shall have delivered to the Administrative Agent and Collateral Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents and that such release is permitted hereby (and the Secured Parties hereby authorize and direct the Agents to rely on such certificate in performing their obligations under this Section 9.11); provided, that in the event that the Collateral Agent loses or misplaces any possessory collateral delivered to the Collateral Agent by the Borrower, upon reasonable request of the Borrower, the Collateral Agent shall provide a loss affidavit to the Borrower, in the form customarily provided by the Collateral Agent in such circumstances. Absent the prior written consent of the Required Lenders, no release (whether by way any transaction or series of transactions) shall be given effect (x) as to any Person that is an obligor with respect to the Obligations, or any property as Collateral (whether by operation of the definition of Excluded Property,

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (including in its capacity as a potential Hedge Bank and agrees to be bound by a potential Cash Management Bank) and the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted pursuant to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c6.12(e), as applicable, or (iv) subject in connection with the release of any Subsidiary Guarantor pursuant to Section 8.01, 9.10(c) or (v) if approved, authorized or ratified in writing by the Required Lenders. Neither Lenders in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party if (i) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating that after giving effect to such release the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied; provided that, in the case of this clause (ii), no such release shall be made (A) if a Default exists, (B) with respect to any Subsidiary that is a Designated Borrower unless such Subsidiary’s status as a Designated Borrower is permitted to be terminated by Section 2.14(e), (C) unless such release is for business planning purposes reasonably acceptable to the Administrative Agent and (D) if after giving effect to such release, more than five (5) releases shall have been made pursuant to this clause (ii) since the Closing Date. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. In each case as specified in this Section 9.10, the Administrative Agent will, at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders The Credit Parties irrevocably authorize Administrative Agent the Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by Administrative Agent or Collateral the Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations for which no claim has been asserted and for Obligations collateralized pursuant to Section 10.11) and the expiration, termination or Cash Collateralization of all Letters of Credit (except to the extent fully Cash Collateralized or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Agent), (ii) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale Disposition permitted hereunder, or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty Applicable Lenders in accordance with Section 10.01; (b) to ascertain or inquire into release any representation or warranty regarding the existence, value or collectability Lien on any Equity Interests of any Subsidiary of the CollateralLead Borrower granted to or held by the Agent under the Security Agreement in the event that Rule 3-16 of Regulation S-X under applicable Securities Laws is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental AgencyAuthority) of separate financial statements of such Subsidiary due to the fact that such Subsidiary’s Equity Interests secure the Obligations, but only for so long as, and only to the extent, necessary to not be subject to such requirement; (c) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and (d) to release any Guarantor from its obligations under any Facility Guaranty and each other applicable Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Agent at any time, the existenceApplicable Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, priority or perfection to release any Guarantor from its obligations under the Facility Guaranty and each other applicable Loan Document pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral Agent’s from the assignment and Lien thereongranted under the Security Documents or to subordinate its interest in such item, or any certificate prepared by Borrower to release such Guarantor from its obligations under the Facility Guaranty, in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to each case in accordance with the Lenders for any failure to monitor or maintain any portion terms of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each The Lenders and the other Secured Parties authorize the Collateral Agent to release any Collateral or Guarantors with respect to the applicable Guarantees in accordance with Section 11.22 or if approved, authorized or ratified in accordance with Section 11.01. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Secured Debt Intercreditor Agreement (in form satisfactory to the Collateral Agent and deemed appropriate by it). The Lenders and the other Secured Parties irrevocably agree that any Secured Debt Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby further authorizes agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Secured Debt Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section 7.01 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination to the holder of any Lien on such property that is permitted by clauses (c), (i), (j), (z) or (nn) of Section 7.02 or Section 7.02(a) (if the Liens thereunder are of the aggregate Commitments and payment type that is contemplated by any of the foregoing clauses) in full of all Obligations (each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other than unmatured contingent indemnification obligations), Liens on such property or (ii) that is sold or otherwise disposed becomes Excluded Property or Excluded Securities; and the Administrative Agent and the Collateral Agent shall do so upon request of Holdings; provided, that prior to any such request, Holdings shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of Holdings certifying (x) that such Lien is permitted under this Agreement (and stating under which provision(s) of Section 7.02 such Lien is permitted), (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property or Excluded Securities and (B) if such property has become Excluded Property or Excluded Securities as a result of a contractual restriction, such restriction does not violate Section 7.09(c). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to be sold release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10 or otherwise disposed of Section 11.22. In each case as part of or specified in connection with any sale or other disposition permitted hereunder or under any other Facility Documentthis Section 9.10, (iii) that is expressly permitted to be released pursuant tothe Administrative Agent and the Collateral Agent will, at Holdings’ expense, execute and subject deliver to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), applicable Loan Party such documents as applicablesuch Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement and the other Loan Documents or to subordinate its interest in such item, or (iv) subject to release such Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 8.01, if approved, authorized or ratified in writing by the Required Lenders9.10 and Section 11.22. Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Anything contained in any of the Loan Documents to the contrary notwithstanding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Finance Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent or Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including any sale or disposition conducted under a plan of reorganization), any Secured Party may be the purchaser of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender, Hedge Bank or Cash Management Bank in its or their respective individual capacities) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Finance Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Finance Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Secured Parties and shall not afford any right to, or constitute a defense available to, any Loan Party.

Collateral and Guaranty Matters. Each Lender hereby further authorizes (a) The Lenders (including the Issuing Bank and the Swingline Lender) irrevocably authorize the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent, at its option and in its discretion, (i) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Credit Document (ix) upon termination of the aggregate all Commitments and payment in full of all Credit Agreement Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than those as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableCredit Documents, or (ivz) subject to Section 8.0111.4, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Credit Document to the holder of any Lien on such property that is in respect of a Purchase Money Obligations permitted by Section 8.2(d); and (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Credit Documents. 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 to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10. (b) Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Notwithstanding anything to the contrary contained herein or in any of the other Credit Documents, it is understood and agreed that (i) none of the Lenders or other holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or Qualifying Treasury Management Provider, respectively, that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or other Credit Parties under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, such Qualifying Swap Providers and Qualifying Treasury Management Providers shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Further, it is understood and agreed that the Qualifying Swap Providers and Qualifying Treasury Management Providers, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (including in its capacities as a Lender providing a Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Products) and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders Issuing Lender irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments and payment the occurrence of the Payment in full of all Obligations Full (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Products as to which arrangements satisfactory to the applicable Lender providing such Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service Products shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) Loan Document to a Person that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, not a Loan Party or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 11.1 [Modifications, Amendments or Waivers]; (b) to release any Guarantor from its obligations under its guarantee if such Person ceases to be a Subsidiary of a Borrower as a result of a transaction permitted hereunder or if the Guarantor is not required to become, or is no longer required to remain, a Guarantor pursuant to Section 8.2(i) [Subsidiaries, Partnerships and Joint Ventures]; and (c) to subordinate any Lien on any property granted to or held by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty under any Loan Document to ascertain or inquire into the holder of any representation or warranty regarding the existence, value or collectability Lien on such property that is permitted by clause (i) of the Collateraldefinition of “Permitted Liens”. Upon request by the Administrative Agent at any time, the existenceRequired Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, priority or perfection to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.9. In each case as specified in this Section 10.9, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral Agent’s Lien thereonfrom the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or any certificate prepared by Borrower to release such Guarantor from its obligations under the Guaranty, in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to each case in accordance with the Lenders for any failure to monitor or maintain any portion terms of the CollateralLoan Documents and this Section 10.9.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion; (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (ix) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than unmatured (1) contingent indemnification obligations), (ii2) Obligations under Treasury Management Agreements and (3) Obligations under Swap Contracts) and the expiration or termination of all Letters of Credit, (y) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility DocumentLoan Document or any Involuntary Disposition, or (z) as approved in accordance with Section 11.01; (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 Section 8.01(i); and (iii) that is expressly permitted to release any Guarantor from its obligations under the Guaranty if such Person ceases to be released pursuant to, and subject a Subsidiary as a result of a transaction permitted hereunder such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. (b) anything contained in any of the Loan Documents to the conditions set forth in, contrary notwithstanding (other than Section 2.09(b) and/or 11.03 and Section 2.09(c11.08), Borrower, Administrative Agent and each Lender hereby agree that; (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty; and (ii) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as applicable, agent for and representative of the Lenders as secured parties under the Collateral Documents (but not any Lender or (iv) subject to Section 8.01, if approved, authorized Lenders in its or ratified in writing by their respective individual capacities unless the Required Lenders. Neither Administrative Agent nor Collateral Agent Lenders shall otherwise agree in writing) shall be responsible entitled, for the purpose of bidding and making settlement or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability payment of the Collateral, the existence, priority purchase price for all or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralCollateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Administrative Agent at such sale. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by irrevocably authorizes the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (ix) upon termination the occurrence of the aggregate Commitments and payment Payment in full of all Obligations (other than unmatured contingent indemnification obligations)Full, (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, Permitted Sale or (ivz) subject to Section 8.0125.2, if approved, authorized or ratified in writing by the Required LendersLenders or such other number or percentage of Lenders required hereby. Neither Upon request by the Administrative Agent nor Collateral at any time, the Required ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section 27.10. No release pursuant to this Section 27.10 shall be deemed to constitute a novation or a consent to any further sale, assignment, pledge, encumbrance, creation of a security interest in, hypothecation, transfer, ground lease or other disposition of (including by way of a sale and leaseback transaction) all or a portion of any Property or a waiver of the right of Administrative Agent, as mortgagee with respect to any Property, as applicable, at its option, to declare the Obligations secured by the applicable Security Instrument immediately due and payable, without notice to the applicable Borrower or any other person or entity, upon any such sale, assignment, pledge, encumbrance, creation of a security interest in, hypothecation, transfer, ground lease or other disposition that is not otherwise permitted by this Agreement or to which the Administrative Agent has not otherwise consented. 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by any Borrower in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent and each Lender hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Security Instrument, it being understood and agreed that all powers, rights and remedies under any of the Security Instruments may be exercised solely by the Administrative Agent for the benefit of the Lenders in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to 72 Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code of the United States), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code of the United States) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition. [SIGNATURES APPEAR ON NEXT PAGE]

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (i) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (iw) that becomes an Excluded Asset, (x) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Obligations, (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or and under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (ivz) subject to Section 8.0110.1, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (ii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by the Loan Documents; and (iii) to release any Guarantor from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the guaranty pursuant to this Section 9.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Notwithstanding anything contained in any Loan Document, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guaranty of the Obligations (including any such guaranty provided by the Guarantors pursuant to the Guarantee and Collateral Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof; provided that, for the avoidance of doubt, in no event shall a Secured Party be restricted hereunder from filing a proof of claim on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law or any other judicial proceeding. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of such Secured Party (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition at the direction of the Required Lenders. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided by the Loan Parties under the Guarantee and Collateral Agreement to have agreed to the foregoing provisions.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.109.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0111.01, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or, if approved, authorized or ratified in writing by the Lenders in accordance with Section 11.01; and (d) to release any amounts maintained in the Collateral Account upon the request of the Company at any time and from time to time so long as, after giving effect to such release, the Minimum Collateral Amount equals or exceeds 100% of the Total Outstandings (and the Administrative Agent agrees to and for the benefit of the Borrowers to so release such amounts upon request by the Borrowers). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders irrevocably authorizes the Administrative Agent, at its option and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Secured Obligations (other than unmatured obligations for contingent indemnification obligationsliabilities in respect of which no claim or demand for payment has been made or, in the case of indemnifications, no notice has been given (or reasonably satisfactory arrangements have otherwise been made)), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted belonging to be any Subsidiary released pursuant toas a Subsidiary Guarantor in accordance with the provisions hereunder and under the Guaranty, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject constituting property in which no Loan Party owned any interest at the time the Administrative Agent’s Lien was granted nor at any time thereafter, (v) constituting property leased or licensed to Section 8.01, a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted hereunder or (vi) if approved, authorized or ratified in writing in accordance with Section 10.01; (b) to release any Loan Party from its obligations under the Guaranty if such Person (i) is designated an Unrestricted Subsidiary in compliance with Section 6.12, (ii) ceases to be a Subsidiary as a result of a transaction permitted hereunder or (iii) otherwise ceases to be required by the terms hereof to Guarantee the Secured Obligations; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien in respect of a Capital Lease Obligation to the extent permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 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 Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. If it becomes illegal for any Lender to hold or benefit from a Lien over real property pursuant to any law of the United States, such Lender shall notify the Administrative Agent and disclaim any benefit of such Lien to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders. Neither The Administrative Agent nor Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes (a) The Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time (but without any obligation) to take any action with respect to the Collateral and for the benefit Security Documents that may be deemed by the Administrative Agent in its discretion to be necessary or advisable to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon termination of the Lenders Revolving Credit Commitments, termination, expiration or cash collateralization of all outstanding Letters of Credit and agrees payment in full of all of the Obligations (other than Obligations owing to any Hedge Party under or in connection with any Hedge Agreement required or permitted by this Agreement) then due and payable, (B) constituting property sold or to be bound by sold or disposed of as part of or in connection with any disposition expressly permitted hereunder or under any other Credit Document or to which the terms of the Facility Documents. Without limiting Required Lenders have consented in writing or (C) otherwise pursuant to and in accordance with the provisions of Section 7.10any applicable Credit Document, provided that, unless agreed to by all of the Lenders, the Lenders irrevocably authorize Administrative Agent and shall not release all or substantially all of the Collateral Agent (except as may be specifically provided in this Agreement or in any Credit Document), (ii) to take all such actions as shall be required to release subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Credit Document (i) upon termination to the holder of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) any Lien on such property that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, by Section 8.3(xii); (iii) that is expressly permitted to release (x) any Guarantor from its obligations under the Guaranty or (y) Hewfant from its obligations under this Agreement, in each case if such Person ceases to be released pursuant toa Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, and subject the Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any such Person from its obligations under the conditions set forth in, Section 2.09(b) and/or Section 2.09(c)Guaranty or this Agreement, as applicable, or (iv) subject pursuant to this Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.9(b).

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders irrevocably authorizes the Administrative Agent, at the direction of the Required Lenders, to (a) release any and agrees to be bound all Collateral from the Liens created by the terms of the Facility Collateral Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release subordinate any Lien on any property granted to or held by Administrative Agent or and all such Collateral Agent under and/or release any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations Guarantors (other than unmatured contingent indemnification obligations)Borrower) from their respective obligations under the Guaranty at any time and from time to time in accordance with the provisions of the Collateral Documents and Section 10.21, (iib) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant toexecute and deliver, and subject take any action referred to in Section 10.21 to evidence any such release or subordination and (c) enter into any amendments of the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), Collateral Documents dated on and as applicable, of even date herewith deemed reasonably necessary or (iv) subject to Section 8.01, if approved, authorized or ratified in writing appropriate by the Required LendersLenders in order to evidence the Obligations secured by such Collateral Documents and for any other related purpose. Neither Upon request by the Administrative Agent nor Collateral at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to Section 9.10 or Section 10.21. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. In addition, the Administrative Agent will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower, or any other party, or opine or advise on any related Solvency issues. Lux Holdco hereby expressly accepts and confirms, for the purposes of article 1278 and article 1281 of the Luxembourg civil code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with, the provisions of this Agreement, any security provided pursuant to a Loan Document to which Lux Holdco is a party shall be preserved, for the purposes of Luxembourg law, for the benefit of any new Lender.

Collateral and Guaranty Matters. (i) Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (including in its or any of its Affiliate’s capacities as a holder of Secured Hedge Obligations and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders Secured Cash Management Obligations) irrevocably authorize the Administrative Agent and Collateral Agent to take all such actions as shall be required Agent: (1) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the ratable benefit of the Secured Parties, under any Facility Loan Document (iA) upon the termination of the aggregate Commitments Revolving Credit Commitment and payment in full of all Secured Obligations (other than unmatured (1) contingent indemnification obligationsobligations and (2) Secured Cash Management Obligations or Secured Hedge Obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition to a Person other than a Credit Party permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c)Loan Documents, as applicablecertified by Centuri, or (ivC) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Lenders in accordance with Section 12.2; provided that any release of all or substantially of the Collateral shall be subject to Section 12.2(j); (2) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien permitted pursuant to Section 9.2(h); provided that the subordination of all or substantially all of the Collateral shall be subject to Section 12.2(j); and (3) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by Centuri; provided that the release of Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations shall be subject to Section 12.2(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under any Guaranty Agreement pursuant to this Section 11.9. In each case as specified in this Section 11.9, the Administrative Agent will, at the 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 Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under such Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 11.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Credit Party shall be released from its obligations under the Loan Documents if such Credit Party ceases to be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless (x) such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and obligations of such Credit Party under the Loan Documents and (y) the Investment of the Credit Parties in such Subsidiary shall be deemed a de novo Investment as at that time and such Investment shall be permitted under Section 9.3. (ii) 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Subject to the Swap Intercreditor Agreement, each Lender hereby authorizes the Administrative Agent to release (or instruct the Collateral Agent to release) any Collateral that it is permitted to be sold or released pursuant to the terms of the Loan Documents (it being understood and agreed that the Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Loan Documents). Each Lender hereby further authorizes the Administrative Agent to execute and deliver (or instruct the Collateral Agent to enter into execute and deliver) to the Facility Documents as (Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in the case connection with any Disposition of Collateral Agent) secured party on behalf to the extent such Disposition is permitted by the terms of and for the benefit of the Lenders and agrees to be bound this Agreement or is otherwise authorized by the terms of the Facility Loan Documents. Without limiting Upon request by the provisions of Section 7.10Administrative Agent at any time, the Lenders irrevocably authorize will confirm the Administrative Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Article IX. The Administrative Agent shall have no obligation whatsoever to any Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and Collateral Agent to take all such actions as shall be required to release any Lien on any property security interests granted to or held by the Administrative Agent pursuant hereto or Collateral Agent under any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold Loan Documents or otherwise disposed of have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to be sold or otherwise disposed of as part of exercise at all or in connection with any sale or other disposition permitted hereunder particular manner or under any other Facility Documentduty of care, (iii) that is expressly permitted disclosure or fidelity, or to be released pursuant tocontinue exercising, any of the rights, authorities and subject powers granted or available to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for in this Agreement or have a duty to ascertain or inquire into in any representation or warranty regarding of the existenceother Loan Documents, value or collectability it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the existenceother terms and conditions contained herein, priority the Administrative Agent shall have no duty or perfection liability whatsoever to any other Lender. The Administrative Agent and each Lender hereby appoint each other as agent for the purpose of Collateral perfecting the Administrative Agent’s Lien thereonsecurity interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any certificate prepared by Borrower in connection therewithLender (other than the Administrative Agent) obtain possession or control of any such assets, nor such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such assets to the Administrative Agent or Collateral Agent be responsible in accordance with the Administrative Agent’s instructions or liable transfer control to the Lenders Administrative Agent in accordance with the Administrative Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Instrument or to realize upon any Collateral for any failure the Loans unless instructed to monitor do so by the Administrative Agent (or maintain any portion of the Collateralconsented to by Administrative Agent, as provided in Section 7.08), it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.

Collateral and Guaranty Matters. (a) Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by irrevocably authorizes the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent (without requirement of notice to take all such actions or consent of any Lender except as shall be expressly required by Section 11.1): (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i1) upon termination of at the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that time the property subject to such Lien is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility DocumentLoan Document to any Person other than a Loan Party, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv2) subject to Section 8.0111.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither , (3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guarantee, (4) that constitutes Excluded Assets or (5) that is released under the First Lien Bank Credit Agreement (other than in connection with the Discharge of First Lien Bank Credit Agreement Obligations); (ii) to release or subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (iii) to release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and (iv) to release any Collateral Agent or Guarantor Obligations to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 11.1. Notwithstanding anything to the contrary herein, Collateral or Guarantor Obligations shall be responsible released automatically to the extent required pursuant to the Pari Passu Intercreditor Agreement. (b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guarantee. (c) At such time as the Loans and the other Obligations (other than contingent obligations for which no claim has been made) shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Group Member under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. (d) If (i) a Guarantor was released from its obligations under the Guarantee, (ii) a Borrower was released from its obligations under the Loan Documents or (iii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee or such Co-Borrower from its obligations under the Loan Documents, the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 10.10. (e) If as a result of any transaction not prohibited by this Agreement (i) any Guarantor or Borrower (other than the Top Borrower or any other Borrower) becomes an Excluded Subsidiary or a Foreign Subsidiary or any Guarantor or Borrower (other than the Top Borrower or any other Borrower) is sold (or consolidates or merges with a Person that is not a Loan Party), then (x) such Guarantor’s Guarantee (or the obligations of such Borrower under the Loan Documents) and all Liens on the Obligations of such Borrower or Guarantor shall be automatically released, and (y) the Capital Stock of such Guarantor or Borrower (other than, in the case of a Guarantor or Borrower that so becomes an Excluded Subsidiary solely by reason of being a CFC or a FSHCO, 65% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of such Guarantor or such Borrower that, in each case, is directly owned by a Borrower or another Guarantor) shall be automatically released from the security interests created by the Loan Documents, (ii) any Excluded Subsidiary ceases to be directly owned by a Borrower or Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents; provided that no Borrower shall be released from its obligations hereunder unless and until all of its borrowing obligations have been paid in full (or assigned to the Top Borrower or another Borrower pursuant to Section 11.6), all commitments to lend to such Borrower have been terminated, and it has resigned as a duty Borrower pursuant to ascertain Section 12.3, or inquire into (iii) any representation asset becomes an Excluded Asset or an asset owned by an Excluded Subsidiary or a Foreign Subsidiary, then such asset shall be automatically released from any security interests created by the Loan Documents. In connection with any termination or release pursuant to this Section 10.10(e), the Administrative Agent and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 10.10(e) shall be without recourse to or warranty regarding by the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralLender.

Collateral and Guaranty Matters. Each The Lenders and the other Secured Parties authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Sections 11.22 or 11.23 or if approved, authorized or ratified in accordance with Section 11.01. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Secured Debt Intercreditor Agreement (in form satisfactory to the Collateral Agent and deemed appropriate by it). The Lenders and the other Secured Parties irrevocably agree that any Secured Debt Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby further authorizes agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Secured Debt Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section 7.01 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination to the holder of any Lien on such property that is permitted by clauses (c), (i), (j) or (z) of Section 7.02 or Section 7.02(a) (if the Liens thereunder are of the aggregate Commitments and payment type that is contemplated by any of the foregoing clauses) in full of all Obligations (each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other than unmatured contingent indemnification obligations), Liens on such property or (ii) that is sold or otherwise disposed becomes Excluded Property or Excluded Securities; and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower; provided, that prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (x) that such Lien is permitted under this Agreement (and stating under which provision(s) of Section 7.02 such Lien is permitted), (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property or Excluded Securities and (B) if such property has become Excluded Property or Excluded Securities as a result of a contractual restriction, such restriction does not violate Section 7.09(c). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to be sold release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10 or otherwise disposed of Section 11.22. In each case as part of or specified in connection with any sale or other disposition permitted hereunder or under any other Facility Documentthis Section 9.10, (iii) that is expressly permitted to be released pursuant tothe Administrative Agent and the Collateral Agent will, at the Borrower’s expense, execute and subject deliver to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), applicable Loan Party such documents as applicablesuch Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement and the other Loan Documents or to subordinate its interest in such item, or (iv) subject to release such Subsidiary Loan Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 8.01, if approved, authorized or ratified in writing by the Required Lenders9.10 and Section 11.22. Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Anything contained in any of the Loan Documents to the contrary notwithstanding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Finance Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent or Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including any sale or disposition conducted under a plan of reorganization), any Secured Party may be the purchaser of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender, Hedge Bank or Cash Management Bank in its or their respective individual capacities) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Finance Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Finance Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Secured Parties and shall not afford any right to, or constitute a defense available to, any Loan Party.

Collateral and Guaranty Matters. Each Lender hereby further authorizes of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to transfer or release any Lien on, or after foreclosure or other acquisition of title by the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees Secured Parties to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10transfer or sell, the Lenders irrevocably authorize Administrative Agent and any Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (ii) that is sold constituting a release, transfer or otherwise disposed sale of a Lien, a Collateral Property or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility DocumentCollateral if the Borrower will certify to Administrative Agent that the release, transfer or sale is permitted under this Agreement or the other Loan Documents (iii) that is expressly permitted to be released pursuant toand the Administrative Agent may rely conclusively on any such certificate, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(cwithout further inquiry), as applicable, or (iviii) subject to Section 8.0111.01, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to own directly or indirectly any Collateral Properties (and Equity Interests in any Subsidiary Guarantor) as a result of a transaction permitted under the Loan Documents; (c) to subordinate any Lien on any Property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.01(i); and (d) if all or any portion of any Collateral Property is acquired by foreclosure or by deed in lieu of foreclosure, the Administrative Agent shall take title to such Collateral Property in its name or by an Affiliate of the Administrative Agent, but for the benefit of all Secured Parties in their Applicable Percentages on the date of the foreclosure sale or recordation of the deed in lieu of foreclosure (the “Acquisition Date”). The Administrative Agent and all of the Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral Property so acquired. After any Collateral Property is acquired, Administrative Agent shall appoint and retain one or more Persons (individually and collectively, “Property Manager”) experienced in the management, leasing, sale and/or dispositions of similar properties. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to sell, transfer, release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 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 Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10; provided, however, that (i) the Administrative Agent shall not be required to execute any document necessary to evidence such release, transfer or sale on terms that, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the transfer, release or sale without recourse, representation or warranty, and (ii) such transfer, release or sale shall not in any manner discharge, affect or impair the obligations of any Loan Party other than those expressly being released. 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each (a) Except with respect to the exercise of setoff rights in accordance with Section 10.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding (whether in its capacity as a Lender, Hedge Bank or Cash Management Bank), no Lender (whether in its capacity as a Lender, Hedge Bank or Cash Management Bank) shall have any right individually to realize upon any collateral or enforce any part of this Agreement, the other Loan Documents, any Swap Agreement or any Cash Management Agreement with respect to the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents, any Swap Agreement and any Cash Management Agreement may be exercised solely by the Administrative Agent on behalf of the Lenders in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the UCC. In the event that any collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby further authorizes authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of the Administrative Agent on behalf of the Lenders. With respect to any action by Administrative Agent to enforce the rights and remedies of Administrative Agent and Collateral the Lenders under this Agreement and the other Loan Documents, each Lender hereby consents to the jurisdiction of the court in which such action is maintained, and agrees to deliver its Note to Administrative Agent to enter into the Facility Documents as (in extent necessary to enforce the case rights and remedies of Collateral Agent) secured party on behalf of and Administrative Agent for the benefit of the Lenders and under any Security Instrument in accordance with the provisions hereof. Each Lender agrees to be bound by the terms indemnify each of the Facility Documents. Without limiting other Lenders for any loss or damage suffered or cost incurred by such other Lender (including without limitation, attorneys’ fees and expenses and other costs of defense) as a result of the provisions breach of this Section 7.109.10 by such Lender. (b) The Lenders (including, the Lenders if applicable, in their capacity as a potential Cash Management Bank and potential Hedge Bank) irrevocably authorize Administrative Agent Agent, at its option and Collateral Agent in its discretion, to take all such actions as shall be required to release subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required LendersPermitted Encumbrance. Neither Administrative Agent nor Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateralcollateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, thereon or any certificate prepared by Borrower or Guarantor in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralcollateral. (c) Without limiting the provisions of Section 9.09, each Lender (including, if applicable, in its capacity as a potential Cash Management Bank and potential Hedge Bank) and each L/C Issuer irrevocably authorizes Administrative Agent, at its option and in its discretion (a) to release any Borrower from its obligations under the Loan Documents pursuant to Section 6.13 hereof, (b) to release the Cash Collateral and any Lien thereon in accordance with the terms and conditions set forth in Section 2.14, and (c) to release and reconvey any Borrowing Base Property from the Lien of the applicable Security Instrument (and any other Loan Documents) pursuant to Section 6.13. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release any Borrower under the Loan Documents, any Cash Collateral and any Lien thereon, and any Borrowing Base Property and any Lien thereon, in each case, pursuant to this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank or Hedge Bank) (and each other Secured Party by accepting the benefits of the Collateral) irrevocably authorizes Administrative Agent and Collateral the Agent to enter into the Facility Security and Guarantee Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of such Persons and to hold and enforce the Liens on the Collateral on behalf of such Persons. The Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security and Guarantee Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security and Guarantee Documents. The Agent shall have no obligation whatsoever to the Lenders, the other Secured Parties or any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Agent pursuant to the applicable Security and Guarantee Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in Section 8.01 or in this Section 8.10 or in any of the Security and Guarantee Documents, it being understood and agreed that in respect of the Collateral or any part thereof, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral or any part thereof and that the Agent shall have no duty or liability whatsoever to the Lenders or the other Secured Parties, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and agrees non-appealable decision). Notwithstanding anything to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10contrary herein, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to shall: (a) release any Lien on any property granted to or held by Administrative Agent or Collateral the Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Loan Document Obligations (other than unmatured contingent indemnification obligationsand expense obligations as to which no claim or demand has been asserted), (ii) that is sold or otherwise disposed of distributed or to be sold or otherwise disposed of distributed as part of or in connection with any sale or other disposition transaction permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required LendersLenders (unless approval by a greater number or percentage of Lenders is expressly provided for in any Loan Document), (iv) if the property subject to such Lien is owned by any Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations hereunder, (v) constituting Equity Interests in or property of any Unrestricted Subsidiary or (vi) as otherwise may be provided herein or in the relevant Security and Guarantee Documents; (b) consent to and enter into (and execute documents permitting the filing and recording, where appropriate) the grant of easements and covenants and subordination rights with respect to real property, conditions, restrictions and declarations on customary terms, and subordination, non-disturbance and attornment agreements on customary terms reasonably requested by the Borrower with respect to leases entered into by the Borrower or its Restricted Subsidiaries, to the extent requested by the Borrower and not materially adverse to the interests of the Lenders (including, without limitation, with respect to any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.01(b) and (d); and (c) release any Subsidiary Guarantor from its obligations under the Security and Guarantee Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Neither Administrative Upon request by the Agent nor Collateral Agent shall be responsible for or have a duty at any time, the Required Lenders will confirm in writing the Agent’s authority to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of release its interest in the Collateral, or to release any Subsidiary Guarantor from its obligations under the existenceSecurity and Guarantee Documents pursuant to this Section 8.10. In each case as specified in this Section 8.10, priority or perfection of Collateral Agentthe Agent will, at the Borrower’s Lien thereonexpense, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable execute and deliver to the Lenders for applicable Loan Party such documents as such Loan Party may reasonably request to effectuate and evidence the release of such item of collateral from the assignment and security interest granted under the Security and Guarantee Documents, any failure to monitor such subordination or maintain any portion the release of such Loan Party from its obligations under the Security and Guarantee Documents, in each case in accordance with the terms of the CollateralLoan Documents and this Section 8.10; provided that the Borrower shall have delivered to the Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent (a) Subject to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Security Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral is irrevocably authorized, at the discretion of the Administrative Agent from time to time, to take all such any of the following actions or to direct the appropriate Persons to take any of the following actions or to confirm the taking of the same, in each case as the Administrative Agent shall determine to be required to release in the interest of the Lenders: (i) accept, release, subordinate or otherwise modify any Lien on any property granted real or personal property, including any security issued by or other ownership interest in any Person, (A) with respect to or held by Administrative Agent or Collateral Agent under acceptances, at any Facility Document time, (iB) with respect to releases, upon termination of the aggregate Commitments and payment in full of all Credit Agreement Obligations (other than unmatured contingent indemnification obligations), (iiC) with respect to releases, to the extent of property that is sold or will be sold, monetized, securitized, leased or otherwise disposed of transferred or to be sold or otherwise disposed of as part of or in connection with any sale transaction required or other disposition permitted hereunder or under any Loan Document or otherwise to the extent contemplated by any transaction required or permitted under any Loan Document (and without limiting any other Facility Documentapplicable releases, to the extent any Subsidiary ceases to be a Subsidiary of the Borrower, or all or substantially all of its assets is sold or otherwise transferred or disposed of, then regardless of the form of such transaction such release may extend to all of the ownership interests in such Subsidiary and the assets of such Subsidiary), (iiiD) that is expressly permitted with respect to be released pursuant tosubordinations, and subject to the conditions set forth in, extent the Lien which benefits from the subordination is permitted by Section 2.09(b) and/or Section 2.09(c), as applicable7.1, or (ivE) subject under other circumstances, to Section 8.01, if the extent such actions under such other circumstances are approved, authorized or ratified in writing by the Required Lenders. Neither Lenders or such greater percentage of Lenders required under Section 11.1(i) or (j); provided that in any circumstances when any release is authorized, any lesser modification such as a partial release or subordination is also authorized; (ii) accept, release, subordinate or otherwise modify the Guaranty, any other Guarantee of any Credit Agreement Obligations or as applicable any Person obligated under the Guaranty or any such Guarantee, (A) with respect to acceptances, at any time, (B) with respect to releases, if the applicable guarantor ceases to be a Subsidiary as a result of a transaction permitted hereunder or otherwise to the extent contemplated by any transaction required or permitted under any Loan Document (and without limiting any other applicable releases, to the extent any Subsidiary that is an issuer of “Excluded Securities” as defined in the Collateral Trust Agreement is released from the Guaranty or any such Guarantee, then such release may extend to a release of Liens in the Excluded Securities issued by such Subsidiary) or (C) under other circumstances, to the extent such other actions under such circumstances are approved, authorized or ratified in writing by the Required Lenders or such greater percentage of Lenders required under Section 11.1(i) or (j); provided that in any circumstances when any release is authorized, any lesser modification such as a partial release or subordination is also authorized; (iii) take or direct the taking of or confirm any action to which clause (i) above applies (other than the release of, or the subordination of the Secured Parties’ Lien on, all or substantially all of the Collateral in any transaction or series of related transactions) if and to the extent determined by the Administrative Agent nor that the cost to the Credit Parties of not taking such action, including administrative costs, is disproportionate to the benefit to be maintained by the Secured Parties by not taking such action; (iv) enter into any Secured Trading Counterparty Intercreditor Agreement and other intercreditor agreements, subordination agreements and other agreements related to the Security Documents or the Guaranty or any other Guarantee of any Credit Agreement Obligations determined by the Administrative Agent or the Collateral Trustee to be in the interest of the Lenders, (A) with Persons who have been granted Liens permitted by Section 7.1, (B) to the extent contemplated by any transaction required or permitted under any Loan Document or (C) under other circumstances to the extent such other circumstances are approved, authorized or ratified in writing by the Required Lenders or such greater percentage of Lenders required under Section 11.1(i) or (j); and (v) exercise rights (other than enforcement rights unless authorized by the Required Lenders) and perform obligations under the Collateral Trust Agreement and the other Security Documents, the Guaranty and any other Guarantee of any Credit Agreement Obligations, the documents and agreements referred to in clause (iv) above and related documents and agreements, in each case as required or as deemed appropriate in the discretion of the Administrative Agent or the Collateral Trustee, including amending, supplementing, waiving, providing consent under or otherwise modifying any of the foregoing documents or agreements, directing or providing notices or other communications to the Collateral Trustee and becoming or appointing any agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like for the Collateral Trustee or for other Persons. (b) The Administrative Agent hereby agrees at the option of the Borrower to take or direct the Collateral Trustee or other applicable Person to take or to confirm, to the extent not otherwise prohibited by this Agreement, (1) any of the actions described under clause (a)(i)(A)-(D), (a)(ii)(A) or (B), or (iv)(A) or (B) above upon the occurrence of any of the applicable circumstances set forth in such clauses and the receipt of the Borrower’s written request that such action be taken. The manner of taking such actions shall be responsible for or have a duty to ascertain or inquire into determined by the Administrative Agent in its reasonable discretion after consultation with the Borrower following the occurrence of any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in such applicable circumstances. In connection therewith, nor shall the Administrative Agent shall timely execute and deliver, provide, return or Collateral Agent be responsible otherwise make available or liable direct the execution and delivery, provision, return or otherwise making available of all filings, recordings, notices, and other documents and agreements, including financing statements, recordable real property documents and general releases and notices, directions and other communications to the Collateral Trustee, required by the terms of this Agreement or reasonably requested by the Borrower. (c) Upon request by the Administrative Agent at any time, the Required Lenders for will confirm in writing any failure authority to monitor take or maintain direct the taking of or to confirm any portion of the Collateralactions in accordance with this Section. (d) Any actions taken or directed to be taken or confirmed by the Administrative Agent under the authority granted under this Section shall be deemed for all purposes to be authorized by and shall be binding on and may be made on behalf of the Lenders and the other Secured Parties under this Agreement. In addition, whether or not so authorized, the Collateral Trustee, any agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like for the Collateral Trustee and any other Person to whom these provisions may relate are directed to follow, and shall be entitled to rely upon as so authorized by the Lenders and the other Secured Parties under this Agreement, any document or agreement, notice, direction or other communication signed by or received from the Administrative Agent purporting to be authorized by or to be on behalf of the Lenders or any other Secured Parties under this Agreement or any subset thereof under this Section or otherwise. (e) Contemporaneously with the execution hereof, in addition to all other authorizations provided in this Section, the Administrative Agent is irrevocably authorized to, and direct the Collateral Trustee and any agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like to, and hereby so direct all of them to, execute and deliver, provide, return or otherwise make available all filings, recordings, notices and documents and agreements (i) necessary or desirable to satisfy the conditions set forth in Section 4.1 and (ii) otherwise deemed necessary or desirable by the Administrative Agent to effect the transactions contemplated in connection with the execution and delivery of this Agreement.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligations)obligations and (B) other than with respect to amounts currently due thereunder, Cash Management Obligations and obligations under or in respect of Swap Contracts) and the expiration or termination of all Letters of Credit, (ii) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Asset Sale permitted hereunder or under any other Facility DocumentLoan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is expressly permitted by Section 8.02(c); (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be released pursuant toa Subsidiary as a result of a transaction permitted hereunder; and (d) upon the occurrence of a Release of Collateral Event, to release all Collateral other than Collateral consisting of Equity Interests of the Borrower (if applicable) and subject its Subsidiaries; provided, however, that if such Release of Collateral Event ceases to be continuing and in effect at any time, the Required Lenders or the Administrative Agent may require first priority security interests on the same categories of Collateral that was previously released, such security interests to be created and perfected within 30 days of notice from the Required Lenders or the Administrative Agent to the conditions set forth inBorrower. Upon request by the Administrative Agent at any time, Section 2.09(b) and/or Section 2.09(c), as applicablethe Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or (iv) subject to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders Issuing Lender irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the benefit of the Secured Parties, under any Facility Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the aggregate Lenders’ Commitments and payment the expiration or termination (or cash collateralization or other satisfaction, in full form and substance acceptable to the Administrative Agent and the Issuing Lender) of all Obligations (other than unmatured contingent indemnification obligations)Letters of Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0115.11, if approved, authorized or ratified in writing by the Required Lenders or all Lenders. Neither , as the case may be; (b) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such Collateral that is permitted by Section 12.2(g); and (c) to release any Subsidiary Guarantor from its obligations under this Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent shall be responsible for or have a duty to ascertain or inquire into at any representation or warranty regarding the existence, value or collectability of the Collateraltime, the existence, priority or perfection of Collateral requisite Lenders and the Issuing Lender will confirm in writing the Administrative Agent’s Lien thereonauthority to release or subordinate its interest in particular types or items of property, or to release any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable Subsidiary Guarantor from its obligations under this Agreement pursuant to the Lenders for any failure to monitor or maintain any portion of the Collateralthis Section 14.9.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the Administrative Agent and the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility DocumentLoan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Assets” (as such term is expressly permitted to be released pursuant to, and subject to defined in the conditions set forth in, Section 2.09(b) and/or Section 2.09(cSecurity Agreement), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (b) to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and (c) to subordinate any Lien on any property granted to or held by the Required Lenders. Neither Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(d). 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the 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 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. Each Lender hereby further of the Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of , and for the benefit each of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and the Collateral Agent to take all such actions as shall be required to agrees that it will: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Obligations, (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Facility DocumentLoan Document (including in connection with a Permitted Sale-Leaseback Transaction) to any Person other than Holdings, the Borrower or any of the Guarantors, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders. Neither , or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent nor or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.1(i); (c) release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability guarantor in respect of the CollateralABL Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the ABL Facility, the existenceSenior Notes, priority any Credit Agreement Refinancing Indebtedness or perfection of any other Junior Financing. Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Collateral Agent’s Lien thereonauthority to release or subordinate its security interest in particular types or items of property, or to release any certificate prepared Guarantor from its obligations under the Guaranty pursuant to this Section 11.11. Notwithstanding the foregoing, in each case as specified in this Section 11.11, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 11.11. In connection with the delivery of any such release or subordination documentation by Borrower in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable pursuant to this Section 11.11, the Borrower shall have delivered to the Lenders for any failure Administrative Agent, prior to monitor or maintain any portion the date of the Collateralproposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms (including in its or any of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the ratable benefit of the Secured Parties, under any Facility Loan Document (iA) upon the termination of the aggregate Commitments and payment in full of all Secured Obligations (other than unmatured (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements (to the extent constituting Secured Obligations) or Secured Hedging Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (ivC) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 14.2: (a) to subordinate any Lien on any collateral granted to or held by the Required Lenders. Neither Administrative Agent nor under any Loan Document to the holder of any ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ expressly permitted hereunder to be senior to the lien held by the Administrative Agent; and (b) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement and any other Loan Documents if all of the Capital Stock of such Subsidiary Guarantor owned by any Credit Party is sold or transferred as a result of a transaction permitted hereunder (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 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 property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section. In each case as specified in this Section 13.9, the Administrative Agent will, at the 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 Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 13.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting a sale (other than a sale to a Credit Party) of assets permitted pursuant to Section 11.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into (a) the Facility Documents as (in Secured Parties irrevocably authorize the case of Collateral Agent, at its option and in its discretion, (i) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (ix) upon termination of the aggregate all Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Collateral Agent and the applicable Issuing Bank shall have been made), (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableLoan Documents, or (ivz) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.01; and (iii) to release any Guarantor from its obligations under the Guaranty if (A) such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, (B) such Person becomes a US Holdco or (iii) such Guarantor becomes an Immaterial Subsidiary pursuant to such designation by the Borrower as provided herein. Neither Administrative Upon request by the Collateral Agent nor at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8. (b) The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall Administrative Agent or the Collateral Agent be responsible or liable to the Lenders Lender Parties for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (and, by relying hereon, each Hedge Bank and agrees to be bound by Cash Management Bank) and the terms of L/C Issuer irrevocably authorizes the Facility Documents. Without limiting Administrative Agent, in its discretion to, directly or through the provisions of Section 7.10Collateral Agent, take the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required following actions: (a) to release any Lien on any property Property granted to or held by the Administrative Agent or Collateral Agent under any Facility Transaction Document (i) upon termination of the aggregate Commitments and payment in full of all Bank Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements which require continuing Liens as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank shall have been made prior to or concurrent with the release of any such Lien), (ii) provided that no Default or Event of Default has occurred and remains continuing, that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Transaction Document, or (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 10.01; (b) provided that no Default or Event of Default has occurred and remains continuing, to release any party to the Subsidiary Guaranty therefrom if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; (c) provided that no Default or Event of Default has occurred and remains continuing, to subordinate any Lien on any Property granted to or held by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable under any Transaction Document to the Lenders for holder of any failure Lien on such Property that is permitted by Section 7.01(j); (d) provided that no Default or Event of Default has occurred and remains continuing, to monitor or maintain any portion subordinate the Lien of the CollateralDeed of Trust to any Acceptable Land Use Arrangements; (e) to take any action required by the Collateral Agent Agreement; (f) to execute, and take any action required by, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (g) to release Condo Units and related interests in property intended as condominium common areas from the Deed of Trust upon the consummation of the sale thereof; (h) to execute, on commercial terms, subordination, non-disturbance, attornment and estoppel agreements with tenants in properties owned or leased by Borrower and the Restricted Subsidiaries, including retail and commercial tenants in respect of hotels, restaurants, night clubs, retail stores and other similar portions of CityCenter; (i) release Condo Units from the applicable Seller Loans, including Seller Loans contributed as security for the Warehouse Financing Program, upon a Condo Unit purchaser’s payment in full under its Seller Loan and the deposit of such payment into the Condo Proceeds Account; and (j) release SPE Equity Interests upon the payment in full under Seller Loans contributed as security for the Warehouse Financing Program and the deposit of such payment into the Condo Proceeds Account. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section. In each case as specified in this Section, the 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 item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Transaction Documents and this Section.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.1010.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all the Obligations (other than unmatured (x) contingent indemnification obligationsor reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, Loan Document or any Recovery Event or (iii) as approved in accordance with Section 11.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is expressly permitted by Section 8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be released pursuant toa Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, and subject the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicablerelease or subordinate its interest in particular types or items of property, or (iv) subject to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 8.01, if approved, authorized or ratified in writing by the Required Lenders10.10. Neither The Administrative Agent nor Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Cash Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Cash Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes (a) The Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party is hereby authorized on behalf of and for the benefit of the Lenders and agrees the L/C Issuer, without the necessity of any notice to or further consent from the Lenders, the L/C Issuer or any other holder of the Obligations, from time to time (but without any obligation) to take any action with respect to the Collateral and the Security Documents that may be deemed by the Administrative Agent in its discretion to be bound by necessary or advisable to perfect and maintain perfected the terms of Liens upon the Facility Collateral granted pursuant to the Security Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize The Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders Lenders, the L/C Issuer or any other holder of the Obligations for any failure to monitor or maintain any portion of the Collateral. (b) Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Rate Management Party) hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (i) to release any Lien on any 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 of the Obligations (other than (x) contingent indemnification obligations and (y) Obligations owing to any Rate Management Party or Cash Management Bank under or in connection with any Rate Management Agreement or Cash Management Agreement), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Credit Documents or (C) subject to Section 10.5, if approved, authorized or ratified in writing by the Required Lenders; (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 7.3(vi); and (iii) to release any Guarantor from its obligations under the Credit Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Credit Documents, pursuant to this Section 9.10(b).

Collateral and Guaranty Matters. Each Lender hereby further authorizes agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Agent or Collateral Documents which may be necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Each of the Lenders irrevocably authorizes the Administrative Agent, at its option, and in its reasonable discretion: 362. to enter into the Facility Documents as (in the case of Collateral Agent) secured party and sign for and on behalf of and the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and agrees the other Secured Parties; 363. to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to automatically release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured Cash Management Obligations, obligations not yet due and payable in respect of Secured Hedge Agreements and contingent indemnification obligationsobligations and Letters of Credit which have been Cash Collateralized or otherwise backstopped) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuers shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required LendersLenders or if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.10(d); 364. Neither to subordinate any Lien on any property granted to or held by the Administrative Agent nor Collateral Agent shall under any Loan Document to another Lien permitted to exist on such property and permitted to be responsible for or have a duty senior to ascertain or inquire into any representation or warranty regarding the existence, value or collectability Liens of the CollateralSecured Parties under this Agreement; and 365. to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness, any Junior Financing or any Indebtedness incurred under Section 7.03(v). Upon request by the Administrative Agent at any time, the existenceRequired Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, priority or perfection to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’ 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 Agent’s Lien thereonfrom the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or any certificate prepared by Borrower to evidence the release of such Guarantor from its obligations under the Guaranty, in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to each case in accordance with the Lenders for any failure to monitor or maintain any portion terms of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby (a) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, without the necessity of any notice to or further authorizes Administrative Agent and Collateral Agent consent from the Secured Parties: (i) to enter into the Facility Documents as Intercreditor Agreement (in the case of Collateral Agentincluding any and all amendments, amendments and restatements, modification, supplements and acknowledgements thereto) secured party on behalf of and for the benefit of the Lenders and agrees from time to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required time; (ii) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Security Document (iv) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)obligations and Obligations that are otherwise cash-collateralized in accordance with the terms hereof) and the expiration or termination of all Letters of Credit, (iiw) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iiix) that is expressly permitted with respect to be released pursuant toany assignment of rights under the respective terminated Internal Charter only, and subject upon the occurrence of an Internal Charter Unwind Trigger, (y) with respect to any applicable Subsidiary, upon the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableoccurrence of a Contract Unwind Trigger, or (ivz) subject to Section 8.0110.01, if approved, authorized or ratified in writing by all of the Required Lenders. Neither ; (iii) to take any actions, including execution on behalf of the Secured Parties, with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. (iv) to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) Upon the written request of the Administrative Agent nor at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.09. (c) Each Loan Party hereby irrevocably appoints the Administrative Agent shall be responsible as such Loan Party’s attorney-in-fact, with full authority to, after the occurrence of an Event of Default, act for such Loan Party and in the name of such Loan Party to, in the Administrative Agent’s discretion upon the occurrence and during the continuance of an Event of Default, file one or have a duty more financing or continuation statements, and amendments thereto, relative to ascertain all or inquire into any representation part of the Collateral without the signature of such Loan Party where permitted by law, to receive, endorse, and collect any drafts or warranty regarding the existenceother instruments, value or collectability documents, and chattel paper which are part of the Collateral, and to ask, demand, collect, ▇▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the existence, priority Collateral and to file any claims or perfection of Collateral Agent’s Lien thereon, take any action or institute any certificate prepared by Borrower in connection therewith, nor shall proceedings which the Administrative Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent be responsible or liable with respect to the Lenders for any failure to monitor or maintain any portion of the Collateral. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) If any Loan Party fails to perform any covenant contained in this Agreement or the other Security Documents, the Administrative Agent may itself perform, or cause performance of, such covenant, and such Loan Party shall pay for the reasonable out-of-pocket expenses of the Administrative Agent incurred in connection therewith in accordance with Section 10.04. (e) The powers conferred on the Administrative Agent under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, the Administrative Agent and each Lender shall have no duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property. Neither the Administrative Agent nor any Lender shall be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrowers or selected by the Administrative Agent in good faith.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize the Administrative Agent and/or the Collateral Trustee, as applicable at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent Trustee under any Facility Credit Document (i1) (1) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations not yet accrued and payable), (ii2) (2) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Credit Document, (iii) that is expressly permitted or if such Collateral constituting Equity Interests or Indebtedness ceases to be released pursuant to, and subject required to be pledged under the conditions set forth in, Section 2.09(bCredit Agreement as a result of becoming Equity Interests of an Excluded Pledge Subsidiary of the type referred to in clause (b) and/or Section 2.09(c), as applicable, or (ivc) of the definition thereof or Indebtedness owing to an Excluded Subsidiary or (3) (3) subject to Section 8.0114.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor ; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent Trustee under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01(f); (c) to release any Subsidiary Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and (d) to release the lien on the Equity Collateral in connection with the issuance of any registered secured notes (or secured notes issued with registration rights) (such notes, the “Registered Notes”) by the Parent, the Borrower or any Credit Party if and to the same extent the holders of such Registered Notes or trustee is not granted a lien on such Equity Collateral, provided that any release of Liens pursuant to this clause (d) shall only be to such extent as is necessary to enable the Borrower and the Guarantors not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act; provided further that any request for a release of Liens under this clause (d), shall be responsible for or have accompanied by a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability certificate of a Senior Officer of the CollateralParent certifying that (x) the issuance of such Registered Notes is permitted under this Agreement, (y) such Registered Notes shall not be secured by a Lien on the existenceEquity Collateral and (z) a release of the Liens of the Collateral Trustee on the Equity Collateral is necessary to enable the Credit Parties not to have to comply with reporting obligations under Rule 3-16 of Regulation S-X of the Securities Act. At any time, priority or perfection upon request of (x) the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Trustee through the Administrative Agent or (y) the Administrative Agent directly, the Required Lenders will confirm in writing such Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor (other than the Parent) from its obligations under the Guarantee pursuant to this Section 13.11. In each case as specified in this Section 13.11, the Collateral Agent be responsible Trustee or liable the Administrative Agent, as applicable, will, at the Borrower’sBorrower’s expense, execute and deliver to the Lenders for any failure applicable Credit Party such documents as such Credit Party may reasonably request to monitor evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or maintain any portion to release such Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the CollateralCredit Documents and this Section 13.11.

Collateral and Guaranty Matters. Each Lender hereby further authorizes The Lenders and the L/C Issuers irrevocably authorize and direct each of the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of and/or Collateral Agent, as applicable: (a) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release (i) any Lien on any property Property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (iA) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations outstanding under the Loan Documents (other than unmatured contingent indemnification obligations)obligations as to which no claim has been asserted) and the expiration, termination or Cash Collateralization of all Letters of Credit, (iiB) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, Loan Document or (ivC) subject to Section 8.0111.01, if approved, authorized or ratified in writing by the Required Lenders, (ii) any Lien on the Capital Stock of any Subsidiary that becomes a Non‑Pledged Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder and (iii) any Lien on the Property or Capital Stock of Wireless LLC, CBTS or any Subsidiary of CBTS contemplated by Section 7.12(c), upon the consummation of a Wireless Disposition or CBTS Disposition, as applicable; (b) to subordinate any Lien on any Property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 8.01(i); and (c) to release any Guarantor from its obligations under the Guaranty (i) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if such Person (including, without limitation, Wireless LLC, CBTS or any Subsidiary of CBTS as contemplated by Section 7.12(c)) becomes an Excluded Subsidiary at any time after the Closing Date as a result of a transaction permitted hereunder. Neither In connection with any termination or release pursuant to this Section 10.10, the Administrative Agent nor and/or the Collateral Agent shall promptly execute and deliver to the Borrower or any Subsidiary, at the Borrower's or such Subsidiary's expense, all documents that the Borrower or such Subsidiary shall reasonably request to evidence such termination or release. Effective immediately upon any Loan Party ceasing to be responsible for a Subsidiary or have ceasing to be a duty Guarantor, such Loan Party shall cease to ascertain be a party to this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's and/or Collateral Agent's, as applicable, authority to release or inquire into subordinate its interest in particular types or items of Property, or to release any representation or warranty regarding Guarantor from its obligations under the existence, value or collectability Guaranty pursuant to this Section 10.10; provided that the failure to obtain such confirmation shall not derogate from the rights of the Collateral, Borrower and the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralSubsidiaries under this Section 10.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion (without notice to, or vote of consent of, any Cash Management Bank or Hedging Bank), (a) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the ratable benefit of itself and the Secured Parties, under any Facility Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding indemnities, fees and expenses hereunder (other than those Obligations which survive pursuant to Section 14.15), the termination of the aggregate Commitments Revolving Credit Commitment and payment in full the expiration or termination of all Obligations Letters of Credit (other than unmatured contingent indemnification obligationsLetters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0114.11, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (b) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Permitted Lien; and (c) to release any Guarantor from its obligations under the Guaranty Agreement, the Collateral Agreement and any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Without limiting the authority of the Administrative Agent under the Loan Documents, upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 13.9. 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (a) to release any Lien on any property Property of any Consolidated Party granted to or held by the Administrative Agent or Collateral Agent under any Facility Credit Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale a Disposition permitted by Section 7.05 or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Guarantor from its obligations under the Guaranty if such Person (a) ceases to be a Subsidiary as a result of a transaction permitted hereunder, (b) no longer is required to be a Guarantor pursuant to Section 6.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Neither Notwithstanding the foregoing, to the extent that following any such Release, any Real Property Asset owned by an otherwise to be released Guarantor that is obligated in respect of outstanding recourse debt for Indebtedness shall not be deemed an Unencumbered Property hereunder. Upon request by the Administrative Agent nor Collateral at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to release any Guarantor from its obligations hereunder pursuant to this Section 9.11. Upon the release of any Guarantor pursuant to this Section 9.11, the Administrative Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable (to the Lenders for any failure extent applicable) deliver to monitor or maintain any portion the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Guarantor from its obligations under the CollateralCredit Documents.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion (without notice to, or vote of consent of, any Cash Management Bank or Hedging Bank), (a) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the ratable benefit of itself and the Secured Parties, under any Facility Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding indemnities, fees and expenses hereunder (other than those Obligations which survive pursuant to Section 14.15), the termination of the aggregate Commitments Revolving Credit Commitment and payment in full the expiration or termination of all Obligations Letters of Credit (other than unmatured contingent indemnification obligationsLetters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0114.11, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (b) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Permitted Lien permitted by Section 11.2; and (c) to release any Guarantor from its obligations under the Guaranty Agreement, the Collateral Agreement and any other Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Without limiting the authority of the Administrative Agent under the Loan Documents, upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 13.9. 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders irrevocably authorizes the Collateral Agent, at its option and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations as to which no claim has been asserted), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Lenders or (iv) to the extent such property is secured by a Permitted Lien under clause (6) of the definition thereof; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is secured by a Permitted Lien under clause 6 thereof as it relates to the ABL Credit Agreement; (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and (d) to enter into intercreditor agreements (in a form not materially less favorable, taken as a whole, to the Lenders than the terms of the Intercreditor Agreement, in the case of Indebtedness with Junior Lien Priority, or in a form customary for intercreditor agreements or collateral trust agreements in light of then prevailing market conditions, in the case of Other Pari Passu Lien Obligations), subordination agreements and amendments to the Collateral Agent shall Documents to reflect arrangements with respect to any obligations (other than the Obligations) permitted to be responsible for incurred hereunder and secured by Liens permitted to be incurred hereunder on all or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability portion of the Collateral, on terms acceptable to the existenceCollateral Agent. Upon request by the Collateral Agent at any time, priority or perfection of the Required Lenders will confirm in writing the Collateral Agent’s Lien thereonauthority to release its interest in particular types or items of property, or to release any certificate prepared by Borrower Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in connection therewiththis Section 9.11, nor shall Administrative Agent or the Collateral Agent be responsible or liable will, at the Borrower’s expense, execute and deliver to the Lenders for any failure applicable Loan Party such documents as such Loan Party may reasonably request to monitor evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or maintain any portion to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the CollateralLoan Documents and this Section 9.11; provided that the Borrower shall have delivered to the Collateral Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents).

Collateral and Guaranty Matters. (a) Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms (including in its or any of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the ratable benefit of the Secured Parties, under any Facility Loan Document (iA) upon the termination of the aggregate Commitments Revolving Credit Commitment and payment in full of all Secured Obligations (other than unmatured (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition to a Person other than a Credit Party permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c)Loan Documents, as applicablecertified by the Borrower, or (ivC) subject to Section 8.01, if approvedapproved or, authorized or ratified in writing by the Required Lenders. Neither Lenders in accordance with Section 12.2; provided that any release of all or substantially all of the Collateral shall be subject to Section 12.2(j); (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien permitted pursuant to Section 9.2(h); provided that the subordination of all or substantially all of the Collateral shall be subject to Section 12.2(j); and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by the Borrower; provided that the release of Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations shall be subject to Section 12.2(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 11.9. In each case as specified in this Section 11.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 11.9 as certified by the Borrower. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5, to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (b) 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes The Lenders and the L/C Issuer irrevocably authorize each of the Administrative Agent and Collateral Agent to enter into the Facility Documents as Agent, at its option and in its discretion, (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Secured Obligations (other than unmatured contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or delivery of a reasonably acceptable backup letter of credit or cash collateral securing any reimbursement obligation with respect to such Letters of Credit), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor , or (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j); and (c) to release any Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be responsible for a guarantor in respect of any other Indebtedness of Borrower unless and until such Guarantor is (or have a duty is being simultaneously) released from its guaranty with respect to ascertain or inquire into any representation or warranty regarding such other Indebtedness. Upon request by the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible at any time, the Required Lenders will confirm in writing the Administrative Agent’s or liable Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under any Loan Document to which it is a party pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at Borrower’s expense, execute and deliver to the Lenders for any failure applicable Loan Party such documents as such Loan Party may reasonably request to monitor evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or maintain any portion to release such Guarantor from its obligations under the Loan Documents, in each case in accordance with the terms of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes The Lenders and the L/C Issuers irrevocably authorize the Domestic Administrative Agent, the Domestic Collateral Agent, the Canadian Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Canadian Collateral Agent, each at its option and in its discretion, (a) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or the Domestic Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Domestic Revolving Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)) and the expiration or termination of all Domestic Letters of Credit, (ii) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility DocumentLoan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01; (b) to release any Lien on any property granted to or held by the Canadian Collateral Agent under any Loan Document (i) upon termination of the Aggregate Canadian Revolving Commitments and payment in full of all Canadian Obligations (other than contingent indemnification obligations) and the expiration or termination of all Canadian Letters of Credit, (ii) that is expressly permitted transferred or to be released pursuant totransferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, and subject or (iii) as approved in accordance with Section 11.01; (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (d) to subordinate any Lien on any property granted to or held by the Domestic Collateral Agent or the Canadian Collateral Agent under any Loan Document to the conditions set forth inholder of any Lien on such property that is permitted by Section 8.01(i). The Domestic Collateral Agent and the Canadian Collateral Agent hereby agree to take such action as is reasonably necessary to release, Section 2.09(b) and/or Section 2.09(c)at the expense of the applicable Borrowers, its lien on any Domestic Collateral or Canadian Collateral, as applicable, that is sold or (iv) subject otherwise transferred by a Loan Party to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty Person not a Loan Party pursuant to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collaterala transaction permitted hereunder.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent The Lenders, the L/C Issuer and Collateral Agent to enter into the Facility Documents as (in Hedging Parties irrevocably authorize the case of Collateral Agent, at its option and in its discretion, (a) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments Revolving Credit Facility and payment in full of all Obligations, the Cash Management Obligations and the Secured Swap Obligations (other than unmatured contingent indemnification obligations)) and the expiration or termination of all Letters of Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document (including, for the avoidance of doubt, Receivables Facility DocumentAssets sold in connection with a Permitted Receivables Financing), (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for Lenders or, except to the extent that any such loss of perfection or have a duty to ascertain or inquire into any representation or warranty regarding priority results from the existence, value or collectability failure of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or the Collateral Agent be responsible to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or liable to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; and (b) to subordinate any Lien on any Property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes such Agent to), 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 or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any failure other reason, or the Administrative Agent has paid over to monitor the IRS applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or maintain indirectly, by the Administrative Agent in connection with such tax, including any portion of the Collateralpenalties or interest and together with any all expenses incurred.

Collateral and Guaranty Matters. (a) Each Lender of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby further irrevocably authorizes and directs the Administrative Agent and Collateral Agent to enter into the Facility Collateral Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of such Lender and the L/C Issuer. Each of the Lenders and agrees to be bound the L/C Issuer hereby agrees, and each holder of any of the Notes by the terms acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by Required Lenders, in accordance with the provisions of this Agreement, the Collateral Documents or other Loan Documents, and the exercise by Required Lenders of the Facility powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon each of the Lenders and the L/C Issuer. The Administrative Agent is hereby authorized (but not obligated) on behalf of each of the Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any of the Lenders or the L/C Issuer from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. . (b) Without limiting the provisions of Section 7.109.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (iw) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Facility Termination Date, (iix) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Loan Document, (iiiy) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 10.01 or (z) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of any Event of Default; (ii) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and (iii) to subordinate any Lien on any property granted to or held by the Required Lenders. Neither Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. (c) Subject to paragraph (b) above, the Administrative Agent shall (and is hereby irrevocably authorized by each of the Lenders and the L/C Issuer to) execute such Instruments as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, and (ii) such release or subordination shall not in any manner discharge, affect or impair any of the Secured Obligations or any of the Liens upon (or Secured Obligations of the Company or any other Loan Parties in respect of) any of the interests retained by the Company or the other Loan Parties, including the proceeds of the Disposition, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligations whatsoever to any of the Lenders, the L/C Issuer or other Persons to assure that the Collateral exists or is owned by the Company or the other Loan Parties or is cared for, protected or insured, it being understood and agreed that, in respect of the Collateral, or any act, omission or event related thereto, the duties and obligations of the Administrative Agent shall be subject always to the provisions of Section 9.03. Each of the Lenders hereby appoints each of the other Lenders as agent for the purpose of perfecting the Lenders’ and the L/C Issuer’s security interests in assets which, in accordance with Article IX of the UCC can be perfected only by possession. Should any of the Lenders (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request therefore, shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions. 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the ratable benefit of itself and the Lenders, under any Facility Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans, payment of all outstanding fees and expenses hereunder, the termination of the aggregate Lenders’ Commitments and payment in full the expiration or termination of all Obligations (other than unmatured contingent indemnification obligations)Letters of Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0111.5(i), if approved, authorized or ratified in writing by the Required Lenders. Neither ; and (b) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such Collateral Agent shall that is permitted by clause (l) of the definition of “Permitted Liens”; (c) to release any Subsidiary from its obligations under the Subsidiary Guaranty if such Subsidiary ceases to be responsible for or have a duty Subsidiary as a result of a transaction permitted hereunder; and (d) to ascertain or inquire negotiate and enter into any representation or warranty regarding necessary and customary intercreditor agreements with the existence, value or collectability holders of any senior Indebtedness issued pursuant to the Collateralterms of Section 2.14. Upon request by the Administrative Agent at any time, the existence, priority or perfection of Collateral Required Lenders will confirm in writing the Administrative Agent’s Lien thereonauthority to release or subordinate its interest in particular types or items of property, or to release any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable Subsidiary from its obligations under the Subsidiary Guaranty pursuant to the Lenders for any failure to monitor or maintain any portion of the Collateralthis Section.

Collateral and Guaranty Matters. Each Lender hereby further authorizes the Administrative Agent and to release (or instruct the Collateral Agent to enter into release) any Collateral that it is permitted to be sold or released pursuant to the Facility terms of the Loan Documents (it being understood and agreed that the Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Loan Documents, including the Swap Intercreditor Agreement). Each Lender hereby authorizes the Administrative Agent to execute and deliver (or instruct the Collateral Agent to execute and deliver) to Borrower, at Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by Borrower in the case connection with any Disposition of Collateral Agent) secured party on behalf to the extent such Disposition is permitted by the terms of and for the benefit of the Lenders and agrees to be bound this Agreement or is otherwise authorized by the terms of the Facility Loan Documents. Without limiting Upon request by the provisions of Section 7.10Administrative Agent at any time, the Lenders irrevocably authorize will confirm the Administrative Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Article IX. The Administrative Agent shall have no obligation whatsoever to any Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Administrative Agent shall have no duty or liability whatsoever to any other Lender. The Administrative Agent and each Lender hereby appoint each other as agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such assets, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such assets to the Administrative Agent or in accordance with the Administrative Agent’s instructions or transfer control to the Administrative Agent in accordance with the Administrative Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Administrative Agent in writing (or consented to take all by Administrative Agent, as provided in Section 7.08), it being understood and agreed that such actions rights and remedies may be exercised only by Administrative Agent (whether in its capacity as shall be required to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsor “collateral agent”), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the Administrative Agent and the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility DocumentLoan Document to a Person that is not a Loan Party, (iii) that constitutes “Excluded Assets” (as such term is expressly permitted to be released pursuant to, and subject to defined in the conditions set forth in, Section 2.09(b) and/or Section 2.09(cSecurity Agreement), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 10.01 or (v) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under the Guaranty pursuant to clause (d) below; (b) to release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; (c) to subordinate any Lien on any property granted to or held by the Required Lenders. Neither Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(d); and (d) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Indebtedness of the Borrower or any of its Subsidiaries. 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section. In each case as specified in this Section, the Administrative Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent to), 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 Guaranty and the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Collateral and Guaranty Matters. Each Lender hereby further authorizes (a) The Lenders (including in their respective capacities as holders of any Designated Obligations), the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Agent irrevocably authorize the Administrative Agent, at its option and in its discretion: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent and Collateral Agent to enter into the Facility Documents as under any Loan Document (in the case of Collateral AgentA) secured party on behalf of and for the benefit upon termination of the Lenders Revolving Commitments, and agrees the FCI Issuing Commitments, and payment in full of all Obligations (other than (1) contingent indemnification obligations for which no claims have been made, and (2) the Designated Obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by this Agreement) of all Letters of Credit and FCIs, (B) that is transferred or to be bound by transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document or any involuntary disposition, in each case solely to the extent such transfer is to a Person that is not a Loan Party, (C) that is required or contemplated to be released pursuant to the terms of the Facility Documents. Without limiting the provisions of this Agreement or any other Loan Document (including any Lien on Collateral granted to or held by any Person released pursuant to clause (iii) or clause (v) below), or (D) as approved in accordance with Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent 9.2; (ii) to take all such actions as shall be required to release subordinate any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document to the holder of any Lien on such property (A) that is permitted by Section 6.3(d), (e), (f), (j), (k) and (l) (as in effect on the Third Amendment Effective Date) or (B) as approved in accordance with Section 9.2; (iii) to release any Subsidiary that is a Guarantor from its obligations under the Loan Documents (A) if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (B) if such release is required or contemplated pursuant to the terms of this Agreement or the Guarantee and Collateral Agreement or (C) as approved in accordance with Section 9.2; provided that the release of any Subsidiary as a Guarantor pursuant to this Section 8.10(a)(iii) shall be subject to the provisions of Section 9.13(b); (iv) to enter into, on behalf of itself and the Lenders, the Issuing Lenders, the FCI Issuing Lenders and the Foreign Trade Facility Document Agent, an intercreditor agreement or other agreements for the sharing of collateral in connection with the issuance of Indebtedness permitted pursuant to Section 6.2(i), Section 6.2(k), Section 6.2(r) or Section 6.2(t); and (iv) to release SPX Corporation (and its successor by merger) from its obligations under the Loan Documents upon termination the consummation of the aggregate Commitments Permitted Reorganization. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, to release SPX Corporation or any Guarantor from its obligations under the Loan Documents, or to enter into any intercreditor agreement, in each case pursuant to this Section 8.10. (b) Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, it is understood and agreed that the Administrative Agent shall not be required to verify the payment in full of all of, or that other satisfactory arrangements have been made with respect to, any Designated Obligations at such time as the Loans, the Reimbursement Obligations, the FCI Reimbursement Obligations and the other Obligations (other than unmatured contingent indemnification obligations)the Designated Obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit or FCIs shall be outstanding (ii) that is sold or shall have been fully cash collateralized or otherwise disposed supported in a manner consistent with the terms of Section 2.5(j) or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c2.6(m)(iv), as applicable), or (iv) subject to Section 8.01and, if approvedat such time, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for authorized to release any Lien on any Collateral granted to or have a duty to ascertain or inquire into any representation or warranty regarding held by the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable under any Loan Document, and to release each Loan Party from its obligations under the Lenders for any failure to monitor or maintain any portion of the CollateralLoan Documents, as contemplated by Section 9.13(c).

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent The Lenders and Collateral Agent to enter into the Facility Documents as (in Issuing Banks irrevocably authorize the case of Collateral Agent, at its option and in its discretion, (i) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations as to which no claim has been asserted) and the expiration or termination of all Letters of Credit (unless cash-collateralized, back-stopped or otherwise --87- provided for in a manner satisfactory to the Administrative Agent and the applicable Issuing Bank), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, Loan Document to a Person that is not a Grantor or (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing in accordance with Section 9.02; (ii) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to meet the definition of a Guarantor or ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no release shall occur if such Guarantor continues to be a guarantor in respect of any other Material Indebtedness; and (iii) to subordinate any Lien on any property granted to or held by the Required Lenders. Neither Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. Upon request by the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into at any representation or warranty regarding the existence, value or collectability of the Collateraltime, the existence, priority or perfection of Required Lenders will confirm in writing the Collateral Agent’s authority to release any Lien thereonor subordinate its interest in particular types or items of property, or to release any certificate prepared by Borrower Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.16. In each case as specified in connection therewiththis Section 9.16, nor shall Administrative Agent or the Collateral Agent be responsible or liable will, at the Borrower’s expense, execute and deliver to the Lenders for any failure applicable Grantor such documents as such Grantor may reasonably request to monitor evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or maintain any portion to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the CollateralLoan Documents and this Section 9.16.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (including in its capacities as a potential Hedge Bank) and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent and Collateral Agent Agent, (a) to take all such actions as shall be required to automatically release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed (other than to another Company Party) as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(u) to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), 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 Agent shall be responsible for from the assignment and security interest granted under the Collateral Documents or have a duty to ascertain subordinate its interest in such item, or inquire into any representation or warranty regarding to evidence the existencerelease of such Guarantor from its obligations under the Guaranty, value or collectability in each case in accordance with the terms of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent Lenders and L/C Issuers irrevocably authorize Collateral Agent at its option and in its discretion: (a) to enter into the Facility Documents release (i) any Lien on any property granted to or held by Collateral Agent under any Loan Document or any Guarantor from its obligations under its Guaranty, in each case as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound permitted by the terms of Security Agency Agreement, and (ii) any Lien on any Indebtedness that does not exceed the Facility Documents. Without limiting the provisions of applicable threshold amount set forth in Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required 12.14(a) or (b); (b) to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of all of the aggregate Aggregate Tranche Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations that are not yet due and payable) and the expiration or termination of all Letters of Credit (or other provisions for the payment of the obligations of the applicable Borrower with respect thereto reasonably satisfactory to the applicable L/C Issuer), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0116.1, if approved, authorized or ratified in writing by the Required necessary Lenders; and (c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be an Affiliate Borrower or a Major Subsidiary as a result of a transaction permitted hereunder. Neither Administrative Agent nor Upon request by Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateralother Agent at any time, the existence, priority Required Lenders or perfection of Collateral the applicable Tranche Required Lenders will confirm or deny in writing such Agent’s Lien thereon, authority to release its interest in particular types or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion items of the Collateralproperty.

Collateral and Guaranty Matters. Subject to the Swap Intercreditor Agreement, each Lender hereby authorizes the Administrative Agent to release (or instruct the Collateral Agent to release) any Collateral that it is permitted to be sold or released pursuant to the terms of the Loan Documents (it being understood and agreed that the Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other Disposition of property being made in full compliance with the provisions of the Loan Documents). Each Lender hereby further authorizes the Administrative Agent to execute and deliver (or instruct the Collateral Agent to enter into execute and deliver) to the Facility Documents as (Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in the case connection with any Disposition of Collateral Agent) secured party on behalf to the extent such Disposition is permitted by the terms of and for the benefit of the Lenders and agrees to be bound this Agreement or is otherwise authorized by the terms of the Facility Loan Documents. Without limiting Upon request by the provisions of Section 7.10Administrative Agent at any time, the Lenders irrevocably authorize will confirm the Administrative Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Article IX. The Administrative Agent shall have no obligation whatsoever to any Lender or any other person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and Collateral Agent to take all such actions as shall be required to release any Lien on any property security interests granted to or held by the Administrative Agent pursuant hereto or Collateral Agent under any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold Loan Documents or otherwise disposed of have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to be sold or otherwise disposed of as part of exercise at all or in connection with any sale or other disposition permitted hereunder particular manner or under any other Facility Documentduty of care, (iii) that is expressly permitted disclosure or fidelity, or to be released pursuant tocontinue exercising, any of the rights, authorities and subject powers granted or available to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for in this Agreement or have a duty to ascertain or inquire into in any representation or warranty regarding of the existenceother Loan Documents, value or collectability it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the existenceother terms and conditions contained herein, priority the Administrative Agent shall have no duty or perfection liability whatsoever to any Lender. The Administrative Agent and each Lender hereby appoint each other as agent for the purpose of Collateral perfecting the Administrative Agent’s Lien thereonsecurity interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any certificate prepared by Borrower in connection therewithLender (other than the Administrative Agent) obtain possession or control of any such assets, nor such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such assets to the Administrative Agent or Collateral Agent be responsible in accordance with the Administrative Agent’s instructions or liable transfer control to the Lenders Administrative Agent in accordance with the Administrative Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for any failure the Loans unless instructed to monitor do so by the Administrative Agent (or maintain any portion of the Collateralconsented to by Administrative Agent), it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into (a) The Secured Parties irrevocably authorize the Facility Documents as (in the case of Collateral Agent, at its option and in its discretion, (i) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (ix) upon termination of the aggregate all Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligationsobligations not then payable for which no claim has been asserted) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Collateral Agent and the applicable Issuing Bank shall have been made), (iiy) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableLoan Documents, or (ivz) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.01(i) or (j); and (iii) to release any Guarantor from its obligations under the Guaranty if (A) such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, (B) such Person becomes a US Holdco, or (iii) such Guarantor becomes an Immaterial Subsidiary pursuant to such designation by the Borrower as provided herein. Neither Administrative Upon request by the Collateral Agent nor at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.10. (b) The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall Administrative Agent or the Collateral Agent be responsible or liable to the Lenders Lender Parties for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release agree: (a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Facility Loan Document shall be automatically released (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (unless such Letters of Credit have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuers following termination of the Commitments), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Facility DocumentLoan Document to any Person other than Holdings, the Company or any Subsidiary Guarantor, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) to release or subordinate any certificate prepared Lien on any property granted to or held by Borrower in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable under any Loan Document to the Lenders for holder of any failure Lien on such property that is permitted by Section 7.01(i) or (o); (c) that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to monitor be a Restricted Subsidiary as a result of a transaction or maintain any portion designation permitted hereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the CollateralExisting Notes, the New Notes or any Junior Financing; and Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (ix) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than unmatured (1) contingent indemnification obligations), (ii2) Obligations under Treasury Management Agreements and (3) 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, (y) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility DocumentLoan Document or any Involuntary Disposition, or (z) as approved in accordance with Section 11.01; (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 Section 8.01(i); and (iii) that is expressly permitted to release any Guarantor from its obligations under the Guaranty if such Person ceases to be released pursuant to, and subject a Subsidiary as a result of a transaction permitted hereunder. (b) anything contained in any of the Loan Documents to the conditions set forth in, contrary notwithstanding (other than Section 2.09(b) and/or Section 2.09(c11.08), Borrower, Administrative Agent and each Lender hereby agree that: (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and all powers, rights and remedies under the Collateral Documents may be exercised solely by Administrative Agent in accordance with the terms hereof and thereof; and (ii) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as applicable, agent for and representative of the Lenders as secured parties under the Collateral Documents (but not any Lender or (iv) subject to Section 8.01, if approved, authorized Lenders in its or ratified in writing by their respective individual capacities unless the Required Lenders. Neither Administrative Agent nor Collateral Agent Lenders shall otherwise agree in writing) shall be responsible entitled, for the purpose of bidding and making settlement or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability payment of the Collateral, the existence, priority purchase price for all or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralCollateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Administrative Agent at such sale. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10. 19. Section 11.08 of the Credit Agreement is hereby amended by inserting the phrase “and regardless of the adequacy of any collateral” immediately preceding the comma following the phrase “to the fullest extent permitted by applicable law,” appearing therein. 20. Schedule 2.01.1 (Commitments and Applicable Percentages for Revolving Commitments), Schedule 2.01.2 (Commitments and Applicable Percentages for Supplemental Revolver Commitments, Schedule 11.02 (Certain Addresses For Notices), and Exhibit 7.02 (Form of Compliance Certificate), each of the foregoing, to the Credit Agreement, are hereby deleted and replaced with the new Schedule 2.01.1, Schedule 2.01.2, Schedule 11.02, and Exhibit 7.02 attached hereto, respectively. 21. Exhibit 2.02 to the Credit Agreement (Form of Loan Notice) is hereby deleted and the Form of Loan Notice attached hereto and marked “Exhibit 2.02” substituted therefor.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders The Secured Parties irrevocably authorize Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (i) to release any Lien on any property Property granted to or held by Administrative Agent or Collateral Agent under any Facility Loan Document (iA) upon termination of the aggregate Commitments and payment Payment in full of all Obligations (other than unmatured contingent indemnification obligations)Full, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableLoan Documents, or (ivC) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders or all Lenders. Neither , as applicable, under Section 10.10; and (ii) to subordinate any Lien on any Property granted to or held by Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.2. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property pursuant to this Section 9.9. Upon the occurrence of any of the events specified in Section 9.9(a)(i)(A), (B) or (C), at Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to Borrower such documentation as Borrower may reasonably request in writing to release the applicable Collateral from the Liens created by the Loan Documents. In connection with any such request by ▇▇▇▇▇▇▇▇, Administrative Agent may request, and if requested by Administrative Agent, ▇▇▇▇▇▇▇▇ shall deliver a written certificate of a Responsible Officer of Borrower certifying that the applicable transaction is permitted under the Loan Documents (and Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein). (b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Beneficient Party in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. (a) Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders (including in its or any of its Affiliate’s capacities as a holder of Secured Hedge Obligations and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders Secured Cash Management Obligations) irrevocably authorize the Administrative Agent and Collateral Agent to take all such actions as shall be required Agent: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent Agent, for the ratable benefit of the Secured Parties, under any Facility Loan Document (iA) upon the termination of the aggregate Commitments Revolving Credit Commitment and payment in full of all Secured Obligations (other than unmatured (1) contingent indemnification obligationsobligations and (2) Secured Cash Management Obligations or Secured Hedge Obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition to a Person other than a Credit Party permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c)Loan Documents, as applicablecertified by Centuri, or (ivC) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Lenders in accordance with Section 12.2; provided that any release of all or substantially of the Collateral shall be subject to Section 12.2(j); (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien permitted pursuant to Section 9.2(h); provided that the subordination of all or substantially all of the Collateral shall be subject to Section 12.2(j); and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by Centuri; provided that the release of Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations shall be subject to Section 12.2(i). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under any Guaranty Agreement pursuant to this Section 11.9. In each case as specified in this Section 11.9, the Administrative Agent will, at the 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 Security Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under such Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 11.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need 146960219_6 for further action by any person. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, without the consent of the Required Lenders, no Credit Party shall be released from its obligations under the Loan Documents if such Credit Party ceases to be a Wholly Owned Subsidiary solely by virtue of a disposition or issuance of Equity Interests, unless (x) such disposition or issuance is a good faith disposition or issuance to a bona-fide unaffiliated third party whose primary purpose is not the release of the Guarantee and obligations of such Credit Party under the Loan Documents and (y) the Investment of the Credit Parties in such Subsidiary shall be deemed a de novo Investment as at that time and such Investment shall be permitted under Section 9.3. (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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Credit Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of L/C Issuer irrevocably agree (and authorize the Facility Documents. Without limiting the provisions of Section 7.10Administrative Agent, the Lenders irrevocably authorize Administrative Agent at its option and Collateral Agent in its discretion, to take all such actions action as shall be required is reasonably requested by any Loan Party to release evidence): (a) to releasethat any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document shall be automatically released (i) upon termination of the aggregate Commitments Revolving Credit Facility and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations and (B) obligations and liabilities under Specified Cash Management Agreements and Specified Hedge Agreements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold soldupon the sale or otherwise disposed of other disposition (or as part of or in connection with any sale or other disposition disposition) permitted hereunder or under any other Facility DocumentLoan Document to a Person that is not a Domestic Loan Party (provided that in the event any such property is transferred to from a Domestic Loan Party to a Foreign Loan Party, orsuch release shall only occur if the pledge of the transferred assets are not otherwise required to be pledged by the Loan Documents), (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders or the Required Revolving Credit Lenders. Neither , as applicable; (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (iv) as required by the Administrative Agent nor to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to the Collateral Documents and (v) to the extent such Collateral otherwise becomes Excluded Assets (as defined in the U.S. Security Agreement); (b) with respect to that if (a) all of the Equity Interests of a Subsidiary who is a Subsidiary Guarantor or whose Equity Interests have been pledged pursuant to the Foreign Subsidiary Pledge Documents shall be responsible transferred, sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof to a Person that is not a Loan Party, (b) a Subsidiary Guarantor ceases to be a Subsidiary in a transaction not restricted hereunder or (c) any Subsidiary who is a Subsidiary Guarantor or whose Equity Interests have been pledged pursuant to the Foreign Subsidiary Pledge Documents, the Administrative Agent may release such guaranty or pledge if such Subsidiary ceases to be a Subsidiary or becomes an Excluded Pledge Subsidiary (or becomes a Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes and that owns directly or have a duty to ascertain indirectly through one or inquire into any representation more flow-through entities no material assets other than the Equity Interests of one or warranty regarding the existencemore Foreign Subsidiaries that are controlled foreign corporations, value or collectability in which case, 35% of the CollateralEquity interests in such Subsidiary shall be released from the pledge), an Excluded Domestic Guaranty Subsidiary or an Excluded Foreign Guaranty Subsidiary, as applicable, then, in each case in a transaction permitted hereunder;, the existenceGuaranty of such Subsidiary Guarantor and/or the relevant Foreign Subsidiary Pledge, priority as applicable, shall automatically be discharged and released without any further action by any Person effective as of the time of such transfer, sale, disposal or perfection occurrence; (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of Collateral any Lien on such property that is permitted by Section 7.01(i); (d) that the Administrative Agent, at its option and in its discretion, is authorized to release any Subsidiary Guarantor from its obligations under any Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (e) that the Administrative Agent, at its option and in its discretion, is authorized subject to Section 10.01(i), to the extent not otherwise contemplated by this Section 9.10, terminate any Foreign Subsidiary Pledge Document (other than the U.S. Security Agreement) and release the Liens created thereunder in connection with (A) any Redesignation pursuant to clause (A) of the last sentence of Section 6.13(g) and (B) any notice of release with the consent of the Required Revolving Credit Lenders pursuant to clause (B) of the last sentence Section 6.13(g). Upon request by the Administrative Agent at any time, the Required Lenders (or Required Revolving Credit Lenders, as applicable) will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Guaranties (or ▇▇▇ ▇▇▇▇▇ Pledge Documents, as applicable) or release any Lien thereon, on any property granted to or any certificate prepared held by Borrower in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable under any Loan Document, in each case, pursuant to the Lenders for any failure to monitor or maintain any portion of the Collateralthis Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders The Secured Parties irrevocably authorize Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (i) to release any Lien on any property Property granted to or held by Administrative Agent or Collateral Agent under any Facility Loan Document (iA) upon termination of the aggregate Commitments and payment Payment in full of all Obligations (other than unmatured contingent indemnification obligations)Full, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableLoan Documents, or (ivC) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders or all Lenders. Neither , as applicable, under Section 10.10; and (ii) to subordinate any Lien on any Property granted to or held by Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.2. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property pursuant to this Section 9.9. Upon the occurrence of any of the events specified in Section 9.9(a)(i)(A), (B) or (C), at Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to Borrower such documentation as Borrower may reasonably request in writing to release the applicable Collateral from the Liens created by the Loan Documents. In connection with any such request by Borrower, Administrative Agent may request, and if requested by Administrative Agent, Borrower shall deliver a written certificate of a Responsible Officer of Borrower certifying that the applicable transaction is permitted under the Loan Documents (and Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein). (b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Beneficient Party in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender (a) The Secured Parties hereby further authorizes Administrative (either by signing this Agreement or being deemed to appoint ▇▇▇▇▇ Fargo as its Agent and Collateral Agent pursuant to enter into the Facility Documents as (in the case of Collateral AgentSection 14.1) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document (i) upon termination of the aggregate Commitments payment and payment satisfaction in full of all of the Secured Obligations (other than unmatured contingent expense reimbursement or indemnification obligationsobligations for which no claim has been made in writing, and, with respect to Secured Hedge Agreements, unless the Secured Obligations are cash collateralized on terms satisfactory to the applicable counterparties or other arrangements have been made satisfactory to the applicable counterparties to such Secured Hedge Agreements), (ii) that is constituting property being sold or otherwise disposed of if a release is required or desirable in connection therewith and, at the request of the Agent, if Borrower certifies to be sold Agent that the sale or otherwise disposed disposition is permitted under Section 6.4 and is not a sale or disposition to another Loan Party (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party or any of as part its Restricted Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Restricted Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, (v) owned by any Guarantor upon the release of its Guarantee under the Guaranty and Security Agreement in accordance with Section 14.11(b) or (vi) in connection with a credit bid or purchase authorized under this Section 14.11 (provided that if a counterparty to a Secured Hedge Agreement has not joined in such credit bid or purchase, the Secured Obligations thereunder are cash collateralized on terms satisfactory to the applicable counterparty). The Loan Parties and the Lenders (either by signing this Agreement or by accepting the benefits of the Collateral) hereby irrevocably authorize Agent, based upon the instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of any Debtor Relief Law, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition permitted hereunder thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or under any 9-620 of the UCC or other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableApplicable Law, or (ivc) subject credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to Section 8.01by Agent in accordance with Applicable Law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if approvedsuch contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, authorized then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or ratified purchase) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in writing by relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Neither Administrative Except as provided above, Agent nor will not execute and deliver a release of any Lien on any Collateral Agent shall be responsible for without the prior written authorization of (y) if the release is of all or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability substantially all of the Collateral, all of the existence, priority or perfection of Collateral Agent’s Lien thereonLenders, or any certificate prepared by Borrower in connection therewith(z) otherwise, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.Required

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (iA) upon termination of the aggregate Commitments Commitments, the expiration or termination of all Letters of Credit, and payment in full of all Obligations (other than unmatured contingent indemnification obligations)) under this Agreement and the other Loan Documents, and payment in full of all other Obligations (as such term is defined for purposes of the Collateral Documents) that are due and payable or otherwise accrued and owing at or prior to the time the Obligations under this Agreement are paid, (iiB) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (ivC) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent nor Collateral under any Loan Document (A) to the holder of any Lien on such property that is permitted by Section 7.01(i), and (B) as may be required pursuant to the Intercreditor Agreement; and (iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. 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 from its obligations under the Guaranty pursuant to this Section 9.10. (b) Upon the occurrence and continuance of an Event of Default, the Lenders agree to promptly confer in order that the Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be responsible entitled to refrain from taking any action (without incurring any liability to any Person for or so refraining) unless and until the Administrative Agent shall have a duty received instructions from the Required Lenders. All rights of action under the Loan Documents and all rights to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, if any, hereunder may be enforced by the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other the Lender, and the recovery of any judgment shall be for the benefit of the Lender Secured Parties subject to the expenses of the Administrative Agent. (c) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lender Secured Parties, and to enter into the Statoil Intercreditor Agreement. Except to the extent unanimity is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Agent Documents which may be responsible or liable necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralCollateral Documents.

Collateral and Guaranty Matters. Each Lender hereby (a) The Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, without the necessity of any notice to or further authorizes Administrative Agent and Collateral Agent consent from the Secured Parties: (i) to enter into the Facility Documents as Intercreditor Agreement (in the case of Collateral Agentincluding any and all amendments, amendments and restatements, modification, supplements and acknowledgements thereto) secured party on behalf of and for the benefit of the Lenders and agrees from time to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required time; (ii) to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Security Document (iv) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)obligations and Obligations that are otherwise cash-collateralized in accordance with the terms hereof) and the expiration or termination of all Letters of Credit, (iiw) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iiix) that is expressly permitted with respect to be released pursuant toany assignment of rights under the respective terminated Internal Charter only, and subject upon the occurrence of an Internal Charter Unwind Trigger, (y) with respect to any applicable Subsidiary, upon the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicableoccurrence of a Contract Unwind Trigger, or (ivz) subject to Section 8.0110.01, if approved, authorized or ratified in writing by all of the Required Lenders; (iii) to take any actions, including execution on behalf of the Secured Parties, with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. (iv) to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) Upon the written request of the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.09. (c) Each Loan Party hereby irrevocably appoints the Collateral Agent as such Loan Party’s attorney-in-fact, with full authority to, after the occurrence of an Event of Default, act for such Loan Party and in the name of such Loan Party to, in the Collateral Agent’s discretion upon the occurrence and during the continuance of an Event of Default, file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of such Loan Party where permitted by law, to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, and to ask, demand, collect, ▇▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral and to file any claims or take any action or institute any proceedings which the Collateral Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral. Neither Administrative The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) If any Loan Party fails to perform any covenant contained in this Agreement or the other Security Documents, the Collateral Agent nor may itself perform, or cause performance of, such covenant, and such Loan Party shall pay for the reasonable out-of-pocket expenses of the Collateral Agent incurred in connection therewith in accordance with Section 10.04. (e) The powers conferred on the Collateral Agent under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, the Collateral Agent and each Lender shall have no duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any Lender shall be liable or responsible for any loss or have a duty damage to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, or for any diminution in the existencevalue thereof, priority by reason of the act or perfection omission of Collateral Agent’s Lien thereonany warehouseman, carrier, forwarding agency, consignee, broker or any certificate prepared other agent or bailee selected by Borrower in connection therewith, nor shall Administrative Agent or selected by the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralin good faith.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any The Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document will automatically be released (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligationsobligations as to which no claim has been asserted and (B) obligations and liabilities under Treasury Services Agreements and Secured Hedge Agreements not due and payable), (ii) that at the time the property subject to such Lien is sold or otherwise disposed of Disposed or to be sold or otherwise disposed of Disposed as part of or in connection with any sale or Disposition permitted (other disposition permitted than a lease and other than to a Person that is a Loan Party) hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0110.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders. Neither , (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below, (v) at the time a security interest is granted or to be granted to a third party in the property subject to such Lien in connection with any Vendor Financing Arrangements, (vi) any property subject to a security interest under the Existing Credit Agreement that constitutes Excluded Assets or that the Borrower otherwise is not required to grant a security interest in under this Agreement or any Collateral Document and (vii) to the extent such release is required pursuant to the terms of the Second Lien Intercreditor Agreement and upon such release, each of the Lenders (including in its capacities as a potential Hedge Bank) irrevocably authorize the Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding take such actions as are necessary to effect each release described in this Section 9.10(a) in accordance with the existence, value or collectability relevant provisions of the CollateralCollateral Documents. (b) Each of the Lenders (including in their capacities as a potential Hedge Bank) irrevocably authorize the Administrative Agent, (i) to release or 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 to the extent required by the holder of, or pursuant to the terms of any agreement governing, the existenceobligations secured by such Liens; and (ii) to release any Guarantor from its obligations under the Guaranty, priority if in the case of any such Subsidiary, such Person ceases to be a Material Subsidiary or perfection becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor or obligor in respect of any Senior Unsecured Notes, Senior Unsecured Refinancing, Subordinated Funding, Senior Secured Notes or any First Lien Obligations. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), 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 Agent’s Lien thereonfrom the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or any certificate prepared by Borrower to evidence the release of such Guarantor from its obligations under the Guaranty, in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to each case in accordance with the Lenders for any failure to monitor or maintain any portion terms of the CollateralLoan Documents and this Section 9.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agenta) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent and Collateral Agent to take all such actions as shall be required Agent: (i) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (iA) upon termination of the aggregate Commitments and Commitments, the expiration or termination of all Letters of Credit, payment in full of all Obligations (other than unmatured contingent indemnification obligations)) under this Agreement and the other Loan Documents, and payment in full of all other Obligations (as such term is defined for purposes of the Collateral Documents) that are due and payable or otherwise accrued and owing at or prior to the time the Obligations under this Agreement are paid, (iiB) that is sold or otherwise disposed Disposed of or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder (other than a Disposition under clause (v) of Section 7.05(a)) or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (ivC) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither , provided, that a release of the Administrative Agent’s Lien, on all or substantially all of the Collateral shall require the written approval of all Lenders pursuant to Section 10.01(g); (ii) to release any Lien held by the Administrative Agent nor under any Loan Document on any Term Priority Collateral if the Liens on the Revolver Priority Collateral securing the Term Loan and Note Indebtedness shall have been released and the holders of any Refinancing Indebtedness in respect of such Term Loan and Note Indebtedness shall not have been granted Liens on any of the Revolver Priority Collateral; (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) to the holder of any Lien on such property that is permitted by Sections 7.01(i), 7.01(r), or 7.01(s), (B) to the holder of any Lien on such property as may be required pursuant to the Intercreditor Agreement, and (C) at such time as the Intercreditor Agreement is no longer in effect, to the holder of any Lien on such property that is permitted by Sections 7.01(n) or 7.01(t); and (iv) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lender Secured Parties. Except to the extent unanimity is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (c) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (d) The Administrative Agent shall be responsible for have no obligation to any Lender or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant hereto have a been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to ascertain continue exercising, any of the rights granted or inquire into available to the Administrative Agent in this Section 9.10 or in any representation or warranty regarding of the existence, value or collectability Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the existenceAdministrative Agent may act in any manner it may deem appropriate, priority in its sole discretion, and that the Administrative Agent shall have no duty or perfection liability to any Lender, other than to act without gross negligence or willful misconduct. (e) In furtherance of the authorizations set forth in this Section 9.10, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Document), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve the Lender’s Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in clause (a) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s Lien thereonpower, as attorney, relative to the Collateral matters described in this Section 9.10. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent. The power of attorney conferred by this Section 9.10(e) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any certificate prepared by Borrower in connection therewithpart thereof, nor shall Administrative Agent remain unpaid or Collateral Agent be responsible or liable to the Lenders for have any failure to monitor or maintain any portion of Commitments under the CollateralLoan Documents.

Collateral and Guaranty Matters. Each Lender hereby further of the Lenders (including in its capacities as a potential or actual Cash Management Bank and a potential Hedge Bank) irrevocably authorizes the Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of , and for the benefit each of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and the Collateral Agent to take all such actions as shall be required to agrees that it will: (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination the Discharge of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Obligations, (ii) that at the time the property subject to such Lien is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition transfer permitted hereunder or under any other Facility DocumentLoan Document (including in connection with a Permitted Sale-Leaseback Transaction) to any Person other than Holdings, the Borrower or any of the Guarantors, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.0112.1, if the release of such Lien is approved, authorized or ratified in writing by the Required Requisite Lenders. Neither , or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent nor or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.1(i); (c) release any Guarantor from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability guarantor in respect of the CollateralSecond Lien Facility, ABL Facility, Senior Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing; and (d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents with respect thereto as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations under the Guaranty and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the Second Lien Facility, ABL Facility, the existenceSenior Notes, priority any Credit Agreement Refinancing Indebtedness or perfection of any other Junior Financing. Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Collateral Agent’s Lien thereonauthority to release or subordinate its security interest in particular types or items of property, or to release any certificate prepared Guarantor from its obligations under the Guaranty pursuant to this Section 11.11. Notwithstanding the foregoing, in each case as specified in this Section 11.11, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 11.11. In connection with the delivery of any such release or subordination documentation by Borrower in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable pursuant to this Section 11.11, the Borrower shall have delivered to the Lenders for any failure Administrative Agent, prior to monitor or maintain any portion the date of the Collateralproposed release or subordination, a written request for release or subordination identifying the relevant Guarantor and/or Collateral and the terms of the sale or other disposition or transaction in reasonable detail, including such other information as the Administrative Agent shall reasonably request, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents.

Collateral and Guaranty Matters. Each Lender hereby further of the Secured Parties irrevocably authorizes Administrative Agent and the Applicable Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or such Collateral Agent under any Facility Security Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection accordance with any sale or other disposition permitted hereunder or under any other Facility Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified in writing by the Required Lenders2.04. Neither Administrative Agent nor The Applicable Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, genuineness or value of any of the Collateral or collectability for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder for the existence, priority validity or perfection sufficiency of the Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewithagreement or assignment contained therein, nor shall Administrative Agent for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral Agent be responsible or liable otherwise as to the Lenders for any failure to monitor or maintain any portion maintenance of the Collateral; nor shall the Applicable Collateral Agent have any duty (i) to see to any recording, filing or depositing of any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recordings or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind; provided, however, that, without limiting the foregoing, pursuant to Section 9-509(d)(i) of the UCC, each Authorized Representative (as instructed by relevant Secured Parties), on behalf of itself and the relevant Secured Parties, irrevocably directs the Applicable Collateral Agent to authorize the filing by any Applicable Authorized Representative (but without imposing an obligation on such Controlling Authorized Representative to do so) of any amendment to any financing statement (which authorization is hereby deemed given by the Applicable Collateral Agent).

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.109.09, the Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, (a) to instruct the Collateral Agent to take all such actions as shall be required to release any Lien on any property granted to or held by Administrative Agent or the Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither ; and (b) to instruct the Collateral Agent to subordinate any Lien on any property granted to or held by the Administrative Agent nor under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to instruct the Collateral Agent to release or subordinate its interest in particular types or items of property. 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 Collateral Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure of the Collateral Agent to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the The Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Revolving Commitments and payment in full of all Obligations (other than unmatured (A) contingent indemnification obligations)obligations and (B) other than with respect to amounts currently due thereunder, Cash Management Obligations and obligations under or in respect of Swap Contracts) and the expiration or termination of all Letters of Credit, (ii) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Asset Sale permitted hereunder or under any other Facility DocumentLoan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is expressly permitted by Section 8.02(c); (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be released pursuant toa Subsidiary as a result of a transaction permitted hereunder; and (d) upon the occurrence of a Release of Collateral Event, to release all Collateral other than Collateral consisting of Equity Interests of the Borrower (if applicable) and subject its Subsidiaries; provided, however, that if such Release of Collateral Event ceases to be continuing and in effect at any time, the Required Lenders or the Administrative Agent may require first priority security interests on the same categories of Collateral that was previously released, such security interests to be created and perfected within 30 days of notice from the Required Lenders or the Administrative Agent to the conditions set forth inBorrower. Upon request by the Administrative Agent at any time, Section 2.09(b) and/or Section 2.09(c), as applicablethe Required Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or (iv) subject to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 8.01, if approved, authorized or ratified in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.10.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.109.08, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)obligations and obligations under Bank Products Agreements and Related Swap Contracts as to which arrangements satisfactory to the applicable Lender or Affiliate of a Lender have been made) and the expiration, termination or cash collateralization of all Letters of Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Loan Document, (iii) that is expressly permitted to be released pursuant to, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iviii) subject to Section 8.0110.01, if approved, authorized or ratified in writing by the Required Lenders. Neither ; (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; (c) to subordinate any Lien on any property granted to or held by the Administrative Agent nor Collateral under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h); and (d) to agree to any non-disturbance or similar agreement with respect to the licensing of Intellectual Property permitted under this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 9.09. 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 Collateral the Administrative Agent’s Lien thereon, or any certificate prepared by Borrower any Loan Party in connection therewith, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the The Lenders irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon the irrevocable payment and performance of the Obligations in full (other than contingent obligations with respect to which no claim has been asserted or threatened) and the termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Loan Documents, (ii) that is upon such property being sold or otherwise disposed of or in a manner permitted by the Loan Documents or, with respect to be sold or otherwise disposed of Term Lender Priority Collateral, as part of or in connection with any sale or other disposition permitted hereunder or under any other Facility Documentto which the Administrative Agent is required to release such Lien pursuant to the Intercreditor Agreement, (iii) that is expressly permitted to be released pursuant toin any property in which the Borrowers did not own any interest at the time such Lien was granted nor at any time thereafter, and subject to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized authorized, or ratified in writing in accordance with Section 15.3; (b) to release (or limit the liability of) any Loan Party from its obligations under the applicable Loan Documents (i) upon the irrevocable payment and performance of the Obligations in full (other than contingent obligations with respect to which no claim has been asserted or threatened) and the termination of the Loan Documents, (ii) in connection with a merger, liquidation, dissolution or sale of such Loan Party expressly permitted by the Required Lenders. Neither Loan Documents, and (iii) if approved, authorized, or ratified in writing in accordance with Section 15.3; provided that if such Person is, or continues to be, an obligor with respect to the Term Lender Obligations (whether as a borrower or a guarantor thereunder), the Administrative Agent nor shall not release any such Person from its obligations under the applicable Loan Documents unless and until such Person is no longer an obligor with respect to the Term Lender Obligations; and (c) to subordinate any Lien on Collateral other than Working Capital Lenders Priority Collateral to the Term Lenders, in accordance with the Intercreditor Agreement. Upon request by the Administrative Agent shall be responsible for at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Lien in particular types or have a duty items of property, or to ascertain release any Loan Party from its obligations under the applicable Loan Documents pursuant to this Section 16.11. In each case as specified in this Section 16.11, the Administrative Agent is authorized, at the Borrowers’ 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 Loan Documents, or inquire into any representation or warranty regarding to release such Loan Party from its obligations under the existenceapplicable Loan Documents, value or collectability in each case in accordance with the terms of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralLoan Documents and this Section 16.11.

Collateral and Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as (in the case of Collateral Agent) secured party on behalf of and for the benefit of the Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders The Secured Parties irrevocably authorize the Administrative Agent Agent, at its option and Collateral Agent to take all such actions as shall be required in its discretion, to release any Guarantor and any Lien on any property Collateral granted to or held by the Administrative Agent or Collateral Agent under any Facility Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than unmatured contingent indemnification obligations)Termination Date, (ii) that is sold or otherwise disposed of transferred or to be sold or otherwise disposed of transferred as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Facility Loan Document, or (iii) that is expressly permitted to be released pursuant toas approved in accordance with Section 12.01, and subject to execute in connection with such events such payoff letters and related documentation in form and substance satisfactory to Administrative Agent, in its sole discretion, as shall in Administrative Agent’s sole discretion be deemed advisable or as the Loan Parties may reasonably request. In connection with any such release, each Lender, the L/C Issuer and the Support Providers hereby direct the Administrative Agent, and the Administrative Agent agrees that it shall, upon the reasonable request of the Borrower Representative (and except in the case where the Termination Date has actually occurred, so long as no Default or Event of Default then exists), to (i) promptly execute and deliver or file such documents and perform other actions reasonably requested to release the guaranties and the Liens and (ii) deliver to the conditions set forth in, Section 2.09(b) and/or Section 2.09(c), as applicable, or (iv) subject to Section 8.01, if approved, authorized or ratified Loan Parties any portion of such Collateral so released in writing by the Required Lenders. Neither Administrative Agent nor Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability possession of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall Administrative Agent or Collateral as otherwise required under any Loan Documents or applicable Law, in each case without recourse, representation or warranty. Upon request by the Administrative Agent be responsible at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or liable subordinate its interest in particular types or items of Collateral, pursuant to this Section 11.11. The Secured Parties hereby irrevocably authorize Administrative Agent (absent, with respect to any particular transaction, Administrative Agent receiving contrary written bidding instructions from the Required Lenders for any failure before such transaction), to monitor credit bid all or maintain any portion of the CollateralObligations (including, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Section 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Administrative Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (h) of Section 12.01 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.