Collateral and Guaranty Matters. Without limiting the provisions of [Section 9.09], each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent and Collateral Agent to (and authorize the Administrative Agent to instruct the Collateral Agent to) execute any documents and take any other actions reasonably necessary to effectuate a release of any Guaranty or any Lien on Collateral, or subordinate any Lien on the Collateral, as contemplated by [Section 10.22].

Section # Collateral and Guaranty Matters. Without limiting the provisions of [Section 9.09], eachEach of the Lenders (including in itstheir capacities as potential Hedge Banks party to a Secured Hedge Agreement and potential Cash Management BankBanks party to a Secured Cash Management Agreement) and a potential Hedge Bank)each L/C Issuer irrevocably authorizes and directs the L/C Issuers irrevocably authorizeAdministrative Agent, and the Administrative Agent and Collateral Agentshall to (and authorize the Administrative Agentextent requested by the Borrower or, solely in the case of [clause (d)] below, to instruct the Collateral Agent to) execute any documents and take any other actions reasonably necessary to effectuate a release of any Guaranty or any Lien on Collateral, or subordinate any Lien on the Collateral, as contemplated by [Section 10.22].extent provided for under this Agreement,

Collateral and Guaranty Matters. Without limiting the provisions of [Section 9.09], eachEach of the Lenders (including in its capacities as a potential Cash Management Bank and a potential HedgeSwap Bank) and the L/C IssuersIssuer irrevocably authorize the Administrative AgentAgent, at its option and Collateral Agent to (and authorize the Administrative Agent to instruct the Collateral Agent to) execute any documents and take any other actions reasonably necessary to effectuate a release of any Guaranty or any Lien on Collateral, or subordinate any Lien on the Collateral, as contemplated by [Section 10.22].in its discretion,

The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocablyhereby authorize the Administrative Agent and Collateral Agent to (and authorize the Administrative Agent to instruct the Collateral Agent to)Agent, as applicable, to execute and deliver any documentsinstruments, documents, and take any other actions reasonablyagreements necessary or desirable to effectuate aevidence and confirm the release of any GuarantyGuarantor pursuant to [Section 7.6] or the release of any Lien on Collateral, or subordinate any Lien on the Collateral, as contemplated byCollateral pursuant to [Section 10.22].2], respectively, all without the further consent or joinder of any Lender.

SECTION # Collateral and Guaranty Matters. Without limitingMatters; Enforcement. The Lenders irrevocably agree that any Lien on any property granted to or held by the provisions of [Section 9.09], eachAdministrative Agent or the Collateral Agent under any Loan Document shall be automatically released # upon termination of the Commitments and payment in full in cash of all Obligations (other than # contingent indemnification obligations not yet accrued and payable and # outstanding Letters of Credit pursuant to which credit support reasonably satisfactory to the applicable Issuing Bank shall have been delivered), # if such Lien is no longer required to be granted to secure the Obligations pursuant to the terms of this Agreement, # subject to the last proviso to [Section 9.02(b)], if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (including in its capacities asor # upon the sale or disposition of any such property to a potential Cash Management Bank andPerson that is not a potential Hedge Bank) and the L/C IssuersLoan Party, Pledged Subsidiary or a Pledgor pursuant to any transaction permitted hereunder. The Lenders irrevocably authorizeagree that each of the Administrative Agent and the Collateral Agent is irrevocably authorized to (and authorizerelease any Lien on any property granted to or held by the Administrative Agent to instructor the Collateral Agent to) executeunder any documents and takeLoan Document in connection with the exercise of remedies hereunder or under any other actions reasonably necessaryLoan Document so long as any proceeds thereof are shared in accordance with [Section 2.15(b)], subject to effectuate a release of any Guaranty or any Lien on Collateral, or subordinate any Lien on the Collateral, as contemplated by [Section 10.22].Intercreditor Agreements.

The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and Guaranty Matters. Without limiting the provisions of [Section 9.09], each of the Lenders (including in its capacities as a potential Cash ManagementSwap Bank and a potential HedgeCash Management Bank) and the L/C IssuersIssuer hereby irrevocably authorize the Administrative Agentappoints and Collateral Agent to (and authorizeauthorizes the Administrative Agent to instructact as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent to) execute any documents and take any other actions reasonably necessarypursuant to effectuate a release[Section 9.05] for purposes of any Guarantyholding or any Lien on Collateral, or subordinateenforcing any Lien on the Collateral,Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this ARTICLE IX and ARTICLE X (including [Section 10.04(c)], as contemplated by [Section 10.22].though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Upon request by the Administrative Agent or the Collateral andAgent at any time, the Required ​ will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Matters. Without limitingpursuant to this ‎[Section 9.11]. In each case as specified in this ‎[Section 9.11], the provisions of [Section 9.09], eachAdministrative Agent or the Collateral Agent will promptly upon the request of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C IssuersBorrower (and each Lender irrevocably authorizeauthorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan 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 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] (and authorize the Administrative Agent to instructand the Collateral Agent to) executemay rely conclusively on a certificate of a Responsible Officer of the Borrower to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any execution and delivery of documents and take any other actions reasonably necessarypursuant to effectuate athis Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this ‎[Section 9.11] shall require the consent of any Guarantyholder of obligations under Secured Hedge Agreements or any Lien on Collateral, or subordinate any Lien on the Collateral, as contemplated by [Section 10.22].Treasury Services Agreements.

Each of the Lenders (including in its capacities as a Lender, L/C Issuer (if applicable) and a potential Cash Management Bank andparty to a Secured Cash Management Agreement and/or a potential Hedge Bank)Bank party to a Secured Hedge Agreement), as the case may be, hereby or thereby # irrevocably appoints and the L/C Issuers irrevocably authorizeauthorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of) such Lender or, as applicable, such Hedge Bank or Cash Management Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto and # irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to [[Section 8-301(a)(2)])]] of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC or any other applicable Law, a security interest can be perfected by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly following the Administrative Agent’s request therefor, shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. In this connection, the Administrative Agent (and any co-agents, sub-agents, receivers and attorneys-in-fact appointed by the Administrative Agent pursuant to [Section 9.02] for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this [Article IX] (including [Section 9.07], as though such co-agents, sub-agents, receivers and attorneys-in-fact were the Administrative Agent under the Loan Documents) and [Section 10.04] as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to instructexecute any and all documents (including releases) with respect to the Collateral Agent to) execute any documents and take any other actions reasonably necessary to effectuate a releasethe rights of any Guaranty or any Lien on Collateral, or subordinate any Lien on the Collateral,Secured Parties with respect thereto, as contemplated by [Section 10.22].and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders (including in its capacities as a Lender, L/C Issuer (if applicable) and a potential Cash Management Bank party to a Secured Cash Management Agreement and/or a potential Hedge Bank party to a Secured Hedge Agreement) and any Hedge Bank or Cash Management Bank.