Common use of Agency Provisions Relating to Collateral Clause in Contracts

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all LendersSecured Parties, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for the benefit of the other Secured Parties. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting Property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iii) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuance of an Event of Default; or (biv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Xxxxxxx will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower’s or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower’s obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent of the powers set forth herein or therein (a) The other than any act or omission that is contrary to the written instructions of Majority Lenders given pursuant to Section 11.1.), together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower, on its own behalf and on behalf of each other Co-Borrower, certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Co-Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any a Co-Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, exercised in good faith, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) Each Lender authorizes and ratifies the Agent’s entry into the Security Documents for the benefit of the Lenders. Each Lender agrees that any action taken by the Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Agent 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. The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens Agent’s Encumbrances upon such collateral the Collateral, for its benefit and the ratable benefit of the Lenders. The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Encumbrance granted pursuant to this Agreement or held by the Agent upon any Collateral (i) upon termination of all Commitments and payment and satisfaction of all Obligations, (ii) in connection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuation of an Event of Default, (iii) if approved, authorized or ratified in writing by the Agent at the direction of the Lenders or (iv) as otherwise provided in the other Loan Documents. (b) Except as provided in this Agreement. Upon request by the Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. The Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any the Borrower or is cared for, protected or insured or has been encumbered or that the liens Encumbrances granted herein or in any of to the other Loan Agent pursuant to the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek particular manner or under any duty of care, disclosure or fidelity, or to enforce the Agent’s continue exercising, any of its rights, authorities and powers granted or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof available to the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement in this Section 10.5 or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder act, omission or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralevent related thereto, the Agent shallmay act in any manner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or Agreement, including given the Post-Default Plan require Agent’s own interest in the Collateral as a Lender and that the Agent shall have no duty or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies each Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by any Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by any Agent 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. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Administrative Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon such collateral granted pursuant to any Collateral (i) upon termination of this Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if the Loan Parties certify to Administrative Agent that the sale or disposition is made in compliance with subsection 9.2.8 hereof (and Administrative Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Administrative Agent at the direction of all Lenders. Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. No Agent shall have no any obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower Loan Party or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Administrative Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to each Agent in this Section 12.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder act, omission or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to timeevent related thereto, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, may act in any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given each Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; it being understood that Agent shall release its Lien on the Collateral upon termination of the Agreement pursuant to this Agreement release documentation that is reasonably requested by Borrowers (and Agent agrees with Borrowers to provide such release); or (ii) constituting property being sold or disposed of if the sale or disposition is made in compliance with subsection 8.2.9, as it may be amended from time to time in accordance with the provisions of Section 12.3; it being understood that Agent shall release its Lien on any Collateral that is sold or otherwise disposed of in compliance with subsection 8.2.9 pursuant to release documentation that is reasonably requested by Borrowers (and Agent agrees with Borrowers to provide such releases); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other enforcement action with respect to Collateral or in connection with the other exercise by Agent of remedies hereunder or under another Loan Documents. Document, in each case after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of in compliance with subsection 8.2.9 hereof and if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof, as it may be amended from time to time in accordance with the provisions of Section 11.10 (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) 13.6.1 The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan Loans or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) 13.6.2 Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) 13.6.3 Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ ' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan Loans or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (d) 13.6.4 In the event that all or any portion of the collateral for the Loan Loans is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower's obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “"Post-Default Plan”"), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for the Loan Collateral or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Liens upon the liens upon such collateral Collateral granted pursuant to this Agreement the Collateral Documents. Agent may make, and shall be reimbursed for, Protective Advance(s) during any one calendar year with respect to each Eligible Project up to the sum of (i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Eligible Project, (ii) amounts expended to pay insurance premiums for policies of insurance related to such Eligible Project, and (iii) $500,000.00. Protective Advances in excess of said sum during any calendar year for any Eligible Project shall require the consent of Majority Lenders. Any Protective Advance which would, when aggregated with all other Loan DocumentsAdvances, cause the Lenders to exceed their Commitments, shall require the consent of all of the Lenders; provided, however, that each Lender will approve or disapprove any request by the Agent for such Protective Advance within three (3) Business Days after receipt of such request from the Agent; provided, further, that any Lender who fails to so approve or disapprove within such three (3) Business Day period shall be deemed to have approved such Protective Advance. (b) Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Commitments and repayment and satisfaction of all Loans, and all other Obligations and the termination of this Agreement or (ii) constituting property being released in compliance with Section 3.1(d) hereof or (iii) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Without in any manner limiting Agent's authority to act without any specific or further authorization or consent by Lenders (as set forth in Section 8.5), upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release the Collateral Documents with respect to any Eligible Project pursuant to Section 3.1(d) or this Section 8.12(b). (c) So long as no Default or Event of Default is then continuing, upon receipt by Agent of any such written confirmation as referenced in Section 8.12(b)(iii) from all Lenders of its authority to release Collateral, and upon at least five (5) Business Days prior written request by Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon such Collateral; provided, that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose 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 Borrower in respect of) any Project which shall continue to constitute part of the Collateral. (d) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of the other Loan Documents or pursuant hereto or thereto 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 Agent in this Agreement or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or in any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given its own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to any Lender. (ce) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ its rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateralCollateral, either through foreclosure, deed in lieu of foreclosure, or otherwise, each Lender, upon demand therefor from time to time, shall contribute its share (based on its PercentagePro Rata Share) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ ' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its PercentagePro Rata Share) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan Collateral or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien Lien on any collateralof the Collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). Any loss of principal and interest resulting from any Event of Default shall be shared by Lenders in accordance with their respective Pro Rata Shares. It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default or an Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (df) In the event that all or any portion of the collateral for the Loan Collateral is acquired by the Agent as the result of a foreclosure or the exercise acceptance of any remedies hereunder a deed or under any other Loan Documentassignment in lieu of foreclosure, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan DocumentsObligations, title to any such collateral Collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral Collateral (the “"Post-Default Foreclosure Plan”"), which shall be subject to the approval of the Required Majority Lenders. The In the event that Majority Lenders do not approve such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Agent and Agent shall administer submit any and all such additional Post-Foreclosure Plans to the collateral in accordance Lenders for evaluation and the approval of Majority Lenders. Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Post-Default PlanCollateral acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents of the sale of such Collateral, and upon the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Upon demand therefor from time to time, each Lender will contribute its share (based on its PercentagePro Rata Share) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default PlanForeclosure Plan in connection with the construction, including without limitationoperation, management, maintenance, leasing and sale of such Collateral. In addition, Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral, and each of the Lenders shall promptly contribute its Pro Rata Share of any operating losses loss for such Collateral, and all such other expenses and operating reserves as Agent shall deem reasonably necessary operating reservespursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such collateralCollateral, the Agent shall, in accordance with the Post-Default Foreclosure Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective PercentagesPro Rata Shares. Lenders acknowledge that if title to any Collateral is obtained by Agent or its nominee, such Collateral will not be held as a permanent investment but will be liquidated as soon as practicable. Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Majority Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name Agent, as agent for Lenders, as the beneficiary or mortgagee. In no event such case, Agent and Lenders shall enter into an agreement with respect to such purchase money mortgage defining the provisions rights of this subsection or Lenders in the Post-Default Plan require the Agent or any Lender to take an action same Pro Rata Shares as provided hereunder, which would cause such Lender to agreement shall be in violation of any applicable regulatory requirementsall material respects similar to this Agreement insofar as this Agreement is appropriate or applicable.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such collateral granted certificate, without further inquiry); or (iii) to the extent such release is required pursuant to this Agreement the Exchange Intercreditor Agreement; or (iv) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (v) in connection with any foreclosure sale or other disposition of Collateral after the occurrence and during the other Loan Documents. continuation of an Event of Default or (bvi) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of in compliance with subsection 8.2.9 hereof and if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof, as it may be amended from time to time in accordance with the provisions of Section 11.10 (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) Each Lender authorizes and ratifies the Agent’s entry into the Security Documents for the benefit of the Lenders. Each Lender agrees that any action taken by the Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Agent 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. The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens Agent’s Encumbrances upon such collateral the Collateral, for its benefit and the ratable benefit of the Lenders. The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Encumbrance granted pursuant to this Agreement or held by the Agent upon any Collateral (i) upon termination of all Commitments and payment and satisfaction of all Obligations (other than contingent indemnification or reimbursement Obligations, to the extent no claim giving rise thereto has been asserted in writing), (ii) in connection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuation of an Event of Default, (iii) if approved, authorized or ratified in writing by the Agent at the direction of the Lenders or (iv) as otherwise provided in the other Loan Documents. (b) Except as provided in this Agreement. Upon request by the Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. The Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower the Borrowers or is cared for, protected or insured or has been encumbered or that the liens Encumbrances granted herein or in any of to the other Loan Agent pursuant to the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek particular manner or under any duty of care, disclosure or fidelity, or to enforce the Agent’s continue exercising, any of its rights, authorities and powers granted or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof available to the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement in this Section 10.5 or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder act, omission or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralevent related thereto, the Agent shallmay act in any manner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or Agreement, including given the Post-Default Plan require Agent’s own interest in the Collateral as a Lender and that the Agent shall have no duty or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ ' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower's obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “"Post-Default Plan”"), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements. Further, in no event shall the provisions of this subsection allow the Agent or Required Lenders to take any action that requires the approval of all the Lenders in accordance with Section 14.6(b) hereof, unless such approval is obtained.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies each Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by any Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by any Agent 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. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Administrative Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon such collateral granted pursuant to any Collateral (i) upon termination of this Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if the Loan Parties certify to Administrative Agent that the sale or disposition is made in compliance with subsection 9.2.8 hereof (and Administrative Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Administrative Agent at the direction of all Lenders. Upon request by Administrative Agent at any time, the Lxxxxxx will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. No Agent shall have no any obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower Loan Party or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Administrative Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to each Agent in this Section 12.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder act, omission or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to timeevent related thereto, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, may act in any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given each Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral: (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if VEI, on behalf of all Borrowers, certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting Property in which no Borrower owned any interest at the time the Lien was granted or any other Loan Documents. time thereafter; or (biv) Except as provided in this Agreementconnection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuation of an Event of Default or (v) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (ai) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action actions with respect to any collateral Collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral Collateral or to perfect and maintain perfected the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (ci) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateralCollateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) Pro Rata Share of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ appraiser's fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expensesexpenses but excluding any administrative fees payable to Agent hereunder) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral Collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateralCollateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ ' or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between any Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default default or an Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimateletter, shall be delivered to the Lenders. (dii) In the event that all or any portion of the collateral Collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ ' obligations under the Loan Documents, title to any such collateral Collateral or any portion thereof shall be held in the name of one or more of the Agent or a nominee or subsidiary of the Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral Collateral (the “"Post-Default Plan”"), which shall be subject to the approval of the Required Requisite Lenders. The Agent shall administer the collateral Collateral in accordance with the Post-Post Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralCollateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective PercentagesPro Rata Share. In no event shall the provisions of this subsection or the Post-Default Plan require the any Agent or any Lender to take an action which would cause such Agent or Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof, as it may be amended from time to time (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) subject to subsection 11.13, in connection with any foreclosure sale or other enforcement action with respect to Collateral or in connection with the other Loan Documents. exercise by Agent of remedies hereunder, in each case after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of this Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent determines it is necessary shall have no duty or liability whatsoever to engage counsel for any Lender, except as otherwise provided herein. Each Borrower and each Lender from and after the occurrence of a Default or Event of Default, said counsel agrees that Agent shall be selected by the Agent joint and written notice several creditor of such selection, together with a copy each and every obligation of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations Borrower towards each Lender under the Loan Documents, title and that, accordingly, Agent will have its own independent right to any such collateral or any portion thereof shall be held in the name demand performance by each Borrower of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsthose obligations.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to (a) release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of to a Person other than Borrower or any of its Subsidiaries if Borrower certifies to Agent that the sale or disposition is made in compliance with Subsection 8.2.5 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrower or such Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property subject to an operating lease permitted by Subsection 8.2.13; or (v) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (vi) if approved, authorized or ratified in writing by Agent at the direction of all Lenders and (b) Except as provided subordinate any Lien granted to Agent on Equipment if required by the holder of any Indebtedness (including Capitalized Lease Obligations) secured by Purchase Money Liens and Leases permitted hereunder. Upon request by Agent at any time, Lenders will confirm in this Agreementwriting Agent's authority to release particular types or items of Collateral pursuant hereto, the or subordinate Liens on Equipment. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by Borrower or any Borrower of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) 13.6.1 The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan Loans or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) 13.6.2 Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) 13.6.3 Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan Loans or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower’s or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) 13.6.4 In the event that all or any portion of the collateral for the Loan Loans is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower’s obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof, as it may be amended from time to time (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) subject to subsection 11.13, in connection with any foreclosure sale or other enforcement action with respect to Collateral or in connection with the other Loan Documents. exercise by Agent of remedies hereunder, in each case after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any a Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of this Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent determines it is necessary shall have no duty or liability whatsoever to engage counsel for any Lender, except as otherwise provided herein. Borrowers and each Lender from and after the occurrence of a Default or Event of Default, said counsel agrees that Agent shall be selected by the Agent joint and written notice several creditor of such selection, together with a copy each and every obligation of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations Borrowers towards each Lender under the Loan Documents, title and that, accordingly, Agent will have its own independent right to any such collateral or any portion thereof shall be held in the name demand performance by Borrowers of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsthose obligations.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction in full in cash of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof, as it may be amended from time to time (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the liability whatsoever to any Lender, except as expressly set forth in this Agreement. Agent or any Lender agrees not to take an any enforcement action which with respect to a Mixed Asset Transaction, without direction from Supermajority Revolving Lenders, or with respect to any other Revolving Loan Primary Collateral, without direction from Majority Revolving Lenders, in each case except to the extent that Agent reasonably believes that delay in pursuing such enforcement action would cause have a material adverse effect on Agent's ability to maximize the realization from such Lender to be in violation of any applicable regulatory requirementsRevolving Loan Primary Collateral.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ---------------------------------------- ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral: (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if VEI, on behalf of all Borrowers, certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting Property in which no Borrower owned any interest at the time the Lien was granted or any other Loan Documents. time thereafter; or (biv) Except as provided in this Agreementconnection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuation of an Event of Default or (v) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Company and each Lender authorizes and ratifies Agent's entry into this Agreement and the Related Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Company and the Collateral in accordance with the provisions of this Agreement or the Related Documents, and the exercise by Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto as determined in the sole and reasonable discretion of Agent, or at the written request of the Required Lenders in any event, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to the Company, its Subsidiaries, any collateral for guarantor, any Collateral or the Loan or any Loan Document Related Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected administer the liens Agent's Liens upon such collateral the Collateral, for the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its reasonable discretion, to release any Lien granted to or held by Agent upon any Collateral: (i) which pursuant to the terms of this Agreement and or the Related Documents may be sold or transferred by the Company or its Subsidiaries; or (ii) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral during the continuation of an Event of Default; or (biii) Except as provided if approved or authorized or ratified in this Agreementwriting by all Lenders. Upon request by Agent at any time, the Lenders will promptly confirm in writing Agent's authority to release any items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure verify that any collateral exists the Collateral exists, or is owned by any Borrower the Company or its Subsidiaries, or is cared for, protected or insured as required by this Agreement, or has been encumbered is subject to a Lien to a third party, or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Related Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced preserved or are entitled to any particular priority. (c) Should the . Furthermore, Agent commence shall have no obligation whatsoever to any proceeding Lender or to any other Person to exercise at any particular right, remedy or power on its own, or be under any duty of care, disclosure or fidelity. Agent may act in any way seek to enforce manner it may reasonably deem appropriate, in its sole and reasonable discretion as regards this Agreement, the Agent’s or the Lenders’ rights or remedies under the Loan Related Documents, irrespective of whether as a result thereof the Agent shall acquire title to Company, its Subsidiaries, any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent guarantor and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), Collateral and which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance is not expressly inconsistent with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement or the Post-Default Plan require the such Related Documents, and Agent shall have no duty or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementstherefor.

Agency Provisions Relating to Collateral. (a) Each Lender authorizes and ratifies each Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by any Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by any Agent 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. The Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens Administrative Agent’s Liens upon such collateral the Collateral, for its benefit and the ratable benefit of the Lenders. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted pursuant to or held by the Administrative Agent upon any Collateral (a) upon termination of this Agreement and the other Loan Documents. payment and satisfaction of all Obligations; or (b) Except as provided constituting property being sold or disposed of if the Loan Parties certify to Administrative Agent that the sale or disposition is a Permitted Disposition (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); or (c) constituting property in this Agreementwhich no Loan Party owned any interest at the time the Lien was granted or at any time thereafter; or (d) in connection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (e) if approved, authorized or ratified in writing by the Administrative Agent at the direction of all Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. No Agent shall have no any obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower Loan Party or is cared for, protected or insured or has been encumbered or that the liens Liens granted to the Administrative Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to each Agent in this Section 10.07 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder act, omission or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to timeevent related thereto, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, may act in any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given each Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.Lender

Agency Provisions Relating to Collateral. (a) The Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Administrative Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Administrative Agent commence any proceeding or in any way seek to enforce the Administrative Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Administrative Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, including fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Administrative Agent (including reasonable attorneys’ fees and expenses) if the Administrative Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Administrative Agent or the Lenders or any of Borrowers’ Borrower’s or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between any Administrative Agent and any other Lender(s). It is understood and agreed that in the event the Administrative Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Administrative Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that If all or any portion of the collateral for the Loan is acquired by the Administrative Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower’s obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent one or a nominee more nominees or subsidiary subsidiaries of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Administrative Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Administrative Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Administrative Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the any Administrative Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Agent is Each Lender authorizes and ratifies Agents’ entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agents with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agents 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. Agents are hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agents’ Liens upon the liens Collateral, for their benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agents at their option and in their discretion, to release any Lien granted to or held by Agents upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower Representative certifies to Agent that the sale or disposition is made in compliance with subsection 7.2.9 hereof (and Agents may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Agent Lenders will confirm in writing Agents’ authority to release particular types or items of Collateral pursuant hereto. Agents shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agents herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agents in this Section 10.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of act, omission or event related thereto, Agents may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner they may deem appropriate, in accordance their sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agents’ own interest in the Collateral as Lenders and that Agents shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all LendersSecured Parties, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for the benefit of the other Secured Parties. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting Property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iii) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuance of an Event of Default; or (biv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral: (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with Subsection 3.3.1 and Subsection 7.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (biv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or Agreement, given Agent’s own interest in the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsCollateral as a Lender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if the sale or disposition is made in compliance with subsection 8.2.9 hereof (such release shall be deemed to be automatic upon such collateral sale or disposal); or (iii) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuation of an Event of Default or (v) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Except for its obligation to this Agreement and adhere to Agent's customary practices in respect of loans in which Agent is the other Loan Documents. (b) Except as provided in this Agreementonly lender, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care. disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising; any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (aA) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral Collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (bB) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral Collateral exists or is owned by Borrowers or any Borrower other Loan Party or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (cC) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall take possession of or acquire title to any collateralCollateral, each Lender, upon demand therefor therefore from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral Collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateralCollateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ ; or any other partyLoan Party’s obligations under any of the Loan Documents, but not with respect to any dispute between the Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (dD) In the event that all or any portion of the collateral Collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations Obligations under the Loan Documents, title to any such collateral Collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended proposed course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral Collateral in accordance with the Post-Default Plan, and upon demand therefor therefore from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralCollateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection (D) or the Post-Default Plan require the Agent or any Lender to take an action which would cause Agent or such Lender to be in violation of any applicable legal or regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which any Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is Each Lender authorizes and ratifies Agents' entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agents with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agents 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. Agents are hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agents' Liens upon the liens Collateral, for their benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agents at their option and in their discretion, to release any Lien granted to or held by Agents upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower Representative certifies to Agent that the sale or disposition is made in compliance with subsection 7.2.9 hereof (and Agents may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Agent Lenders will confirm in writing Agents' authority to release particular types or items of Collateral pursuant hereto. Agents shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agents herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agents in this Section 10.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of act, omission or event related thereto, Agents may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner they may deem appropriate, in accordance their sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agents' own interest in the Collateral as Lenders and that Agents shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.Lender. 77

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.8 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); provided that no such certification shall be required if such sale or disposition is in the ordinary course of business; or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral (b1) Except as provided after the occurrence and during the continuation of an Event of Default or (2) otherwise in this accordance with the terms of the Intercreditor Agreement; or (v) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with CHICAGO/#1571873.4 respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which any Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral: (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 3.3.1 and subsection 7.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (biv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or Agreement, given Agent's own interest in the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsCollateral as a Lender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from From any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; it being understood that Agent shall release its Lien on the Collateral upon termination of the Agreement pursuant to this Agreement release documentation that is reasonably requested by Borrowers (and Agent agrees with Borrowers to provide such release); or (ii) constituting property being sold or disposed of if the sale or disposition is made in compliance with subsection 8.2.9, as it may be amended From time to time in accordance with the provisions of Section 12.3; it being understood that Agent shall release its Lien on any Collateral that is sold or otherwise disposed of in compliance with subsection 8.2.9 pursuant to release documentation that is reasonably requested by Borrowers (and Agent agrees with Borrowers to provide such releases); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other enforcement action with respect to Collateral or in connection with the other exercise by Agent of remedies hereunder or under another Loan Documents. Document, in each case after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which any Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.Lender. 48

Agency Provisions Relating to Collateral. (a) The Agent is Each Lender authorizes and ratifies Agents' entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agents with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agents 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. Agents are hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agents' Liens upon the liens Collateral, for their benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agents at their option and in their discretion, to release any Lien granted to or held by Agents upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower Representative certifies to Agent that the sale or disposition is made in compliance with SUBSECTION 8.2.9 hereof (and Agents may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Agent Lenders will confirm in writing Agents' authority to release particular types or items of Collateral pursuant hereto. Agents shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or 75 insured or has been encumbered or that the liens Liens granted to Agents herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agents in this SECTION 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of act, omission or event related thereto, Agents may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner they may deem appropriate, in accordance their sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agents' own interest in the Collateral as Lenders and that Agents shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) 13.6.1 The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) 13.6.2 Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) 13.6.3 Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower’s or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) 13.6.4 In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower’s obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The a. In addition to other rights it may have hereunder, Agent Bank is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for the Loan Collateral or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Liens of the liens Security Documentation upon such collateral the Collateral granted pursuant to this Agreement the Loan Documents. Agent Bank may make, and shall be reimbursed by Lenders (in accordance with their Pro Rata Shares), to the extent not reimbursed by Borrowers, for, Protective Advance(s) (i) expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Collateral, and (ii) expended to pay insurance premiums for policies of insurance related to such Collateral. b. Lenders hereby irrevocably authorize Agent Bank, at its option and in its discretion, to release any Security Documentation granted to or held by Agent Bank upon any Collateral (i) upon Bank Facility Termination and repayment and satisfaction of all Borrowings, and all other Obligations and the termination of this Credit Agreement, or (ii) if approved, authorized or ratified in writing by Agent Bank at the direction of all Lenders. Agent Bank shall not be required to execute any document to evidence the release of the Security Documentation granted to Agent Bank for the benefit of Lenders herein or pursuant hereto upon any Collateral if, in Agent Bank's opinion, such document would expose Agent Bank to liability or create any obligation or entail any consequence other Loan Documentsthan the release of such Security Documentation without recourse or warranty, and such release shall not in any manner discharge, affect or impair the Obligations or any Security Documentation upon (or obligations of Borrowers in respect of) any property which shall continue to constitute part of the Collateral. (b) c. Except as provided in this Credit Agreement, the Agent Bank shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower Borrowers or is cared for, protected or insured or has been encumbered or that the liens Security Documentation granted to Agent Bank herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. d. Should Agent Bank (ci) Should employ counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any Collateral or any part thereof, or any of the Agent Loan Documents, or the attempt to enforce any security interest or Security Documentation on any of the Collateral, or (ii) commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ its rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent Bank shall acquire title to any collateralCollateral, either through foreclosure, deed in lieu of foreclosure or otherwise, each Lender, upon demand therefor from time to time, shall contribute its share (based on its PercentagePro Rata Share) of the reasonable costs and/or expenses of any such advice or other representation, enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ ' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality ; provided that Agent Bank shall not be entitled to reimbursement of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs attorneys' fees and expenses incurred by in connection with the resolution of disputes between Agent (including reasonable attorneys’ fees Bank and expenses) if the other Lenders unless Agent employs counsel for advice or other representation (whether or not any suit has been or Bank shall be filed) the prevailing party in any such dispute. Any loss of principal and interest resulting from any Event of Default shall be shared by Lenders in accordance with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s)their respective Pro Rata Shares. It is understood and agreed that in the event the Agent Bank determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default or an Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the LendersBank. (d) e. In the event that all or any portion of the collateral for the Loan Collateral is acquired by the Agent Bank as the result of a foreclosure or the exercise acceptance of any remedies hereunder a deed or under any other Loan Documentassignment in lieu of foreclosure, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents' obligations, title to any such collateral Collateral or any portion thereof shall be held in the name of the Agent Bank or a nominee or subsidiary of AgentAgent Bank, as agent, for the ratable benefit of the Agent Bank and the Lenders. The Agent Bank shall prepare a recommended course of action for such collateral Collateral (the “"Post-Default Foreclosure Plan”"), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.the

Agency Provisions Relating to Collateral. (a) i. The Agent is hereby authorized on behalf of all LendersBanks, without the necessity of any notice to or further consent from any LenderBank, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) ii. Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender Bank or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) iii. Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ Banks' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each LenderBank, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ ' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender Bank shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expenses) if the Agent employs employ counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders Banks or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between any Agent and any other Lender(sBank(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the LendersBanks. (d) iv. In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower's obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the LendersBanks. The Agent shall prepare a recommended course of action for such collateral (the “"Post-Default Plan”"), which shall be subject to the approval of the Required LendersBanks. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender Bank will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to LendersBanks. All such distributions shall be made to Lenders Banks in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender Bank to take an action which would cause such Lender Bank to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies each Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders and confirms the appointment of the Fondé de Pouvoir under the Deed of Hypothec as the person holding the power of attorney for the holders of debentures and other titles of indebtedness for all purposes of Article 2692 of the Civil Code of Quebec. Each Lender agrees that any action taken by each Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by each Agent 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. Each Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected such Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Agents and Lenders. Lenders hereby irrevocably authorize such Agent, at its option and in its discretion, to release any Lien granted to or held by such Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Administrative Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agents may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which neither Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Administrative Agent at the direction of all Lenders. Upon request by any Agent at any time, the Lenders will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant hereto. No Agent shall have no any obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any either Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to such Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to such Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder act, omission or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to timeevent related thereto, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, may act in any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given such Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or the Post-Default Plan require the Agent liability whatsoever to any Lender or any Lender to take an action which would cause such Lender to be in violation other Person. For the purposes of any applicable regulatory requirementssecurity granted by Canadian Borrower in the Province of Quebec, each Canadian Lender, by its agreement to become a Canadian Lender, shall be deemed to have agreed to and ratified the following: (a) that notwithstanding any law to the contrary, including without limitation article 32 of an Act Respecting The Special Powers of Legal Persons (Québec), Canadian Agent may, as the person holding the power of attorney of Canadian Lenders (both present and future), acquire, on its own behalf and on behalf of the other Canadian Lenders (both present and future), debentures or other titles of indebtedness issued by Canadian Borrower, even though Canadian Agent has been appointed as Fondé de Pouvoir for the Debentureholder under the Deed of Hypothec, and (b) if any of the above-mentioned debentures or other titles of indebtedness are pledged in favour of Canadian Agent, it shall hold same as agent for the benefit of all Canadian Lenders (both present and future), the whole without any writing or other formality being required on the part of Canadian Agent, Canadian Borrower or any of the Canadian Lenders.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any actiontaken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower Representative certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which any Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower Representative certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which any Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (ai) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action actions with respect to any collateral Collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral Collateral or to perfect and maintain perfected the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (cii) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateralCollateral, each Lender, upon demand therefor therefore from time to time, shall contribute its share (based on its Percentage) Pro Rata Share of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ appraiser's fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expensesexpenses but excluding any administrative fees payable to Agent hereunder) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral Collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateralCollateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ ' or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between any Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence and during the continuance of a Default or an Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (diii) In the event that all or any portion of the collateral Collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ ' obligations under the Loan Documents, title to any such collateral Collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of the Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral Collateral (the “Post"POST-Default Plan”DEFAULT PLAN"), which shall be subject to the approval of the Required Requisite Lenders. The Agent shall administer the collateral Collateral in accordance with the Post-Post Default Plan, and upon demand therefor therefore from time to time, each Lender will contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralCollateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective PercentagesPro Rata Share. In no event shall the provisions of this subsection or the Post-Default Plan require the any Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (ai) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action actions with respect to any collateral Collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral Collateral or to perfect and maintain perfected the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (cii) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateralCollateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) Pro Rata Share of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ appraiser's fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expensesexpenses but excluding any administrative fees payable to Agent hereunder) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral Collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateralCollateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between any Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default default or an Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (diii) In the event that all or any portion of the collateral Collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower's obligations under the Loan Documents, title to any such collateral Collateral or any portion thereof shall be held in the name of one or more of the Agent or a nominee or subsidiary of on or more of the Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral Collateral (the “Post"POST-Default Plan”DEFAULT PLAN"), which shall be subject to the approval of the Required Requisite Lenders. The Agent shall administer the collateral Collateral in accordance with the Post-Post Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralCollateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective PercentagesPro Rata Share. In no event shall the provisions of this subsection or the Post-Default Plan require the any Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to (a) release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of to a Person other than Borrower or any of its Subsidiaries if Borrower certifies to Agent that the sale or disposition is made in compliance with Subsection 7.2.5 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrower or such Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property subject to an operating lease permitted by Subsection 7.2.13; or (v) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (vi) if approved, authorized or ratified in writing by Agent at the direction of all Lenders and (b) Except as provided subordinate any Lien granted to Agent on Equipment if required by the holder of any Indebtedness (including Capitalized Lease Obligations) secured by Purchase Money Liens and Leases permitted hereunder. Upon request by Agent at any time, Lenders will confirm in this Agreementwriting Agent's authority to release particular types or items of Collateral pursuant hereto, the or subordinate Liens on Equipment. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by Borrower or any Borrower of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 10.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which any Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is Each Lender authorizes and ratifies Agents' entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agents with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agents 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. Agents are hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agents' Liens upon the liens Collateral, for their benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agents at their option and in their discretion, to release any Lien granted to or held by Agents upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower Representative certifies to Agent that the sale or disposition is made in compliance with subsection 7.2.9 hereof (and Agents may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Agent Lenders will confirm in writing Agents' authority to release particular types or items of Collateral pursuant hereto. Agents shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agents herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agents in this Section 10.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of act, omission or event related thereto, Agents may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner they may deem appropriate, in accordance their sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agents' own interest in the Collateral as Lenders and that Agents shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if a Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned an interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower Borrowers or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 3.3 and subsection 8.2.9 (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which Borrower does not own any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by Borrower or any Borrower of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this subsection 11.6 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this Agreement, including, without limitation, the provisions of subsection 6.1.3, given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ ' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including Table Of Contents reasonable attorneys’ ' fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (dc) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower's obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “"Post-Default Plan”"), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and directs Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by 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 Lenders. (b) Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for the Collateral or Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (bc) Except Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all Obligations which have matured and which Agent has been notified in writing are then due and payable; or (ii) constituting property being sold or disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with this Agreement (and Agent may rely conclusively an any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned an interest at the time the Lien was granted or at any time thereafter; or (iv) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant to this Section 11.J. (d) Without in any manner limiting Agent's authority to act without any specific or further authorization or consent by all Lenders (as provided set forth in Section 11.J(b), each Lender agrees to confirm in writing, upon request by Borrowers, the authority to release Collateral conferred upon Agent under clauses (i) through (iv) of Section 11.J(c). So long as no Event of Default is then continuing, upon receipt by Agent of any such written confirmation from all Lenders of its authority to release any particular items or types of Collateral, and in any event upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days prior written request by Borrowers, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon such Collateral; PROVIDED, that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose 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 Borrowers in respect of) all interests retained by Borrowers, including without limitation the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (e) Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower Borrowers or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek particular manner or under any duty of care, disclosure or fidelity, or to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documentscontinue exercising, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement rights, authorities and powers granted or acquisition, including, but not limited to, fees of receivers available to Agent in this Section 11.J or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent's own interest in the Collateral as one of the collateral for the Loan is acquired by the Lenders and that Agent as the result of the exercise of any remedies hereunder shall have no duty or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title liability whatsoever to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent’s entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if a Borrower certifies to Agent that the sale or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned an interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower Borrowers or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan Collateral or any Loan Document which may be necessary to preserve and maintain such collateral Collateral or to perfect and maintain perfected the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateralCollateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower’s or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower’s obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of the Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the any Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (ai) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action reasonable actions with respect to any collateral Collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral Collateral or to perfect and maintain perfected the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (cA) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateralCollateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) Pro Rata Share of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ appraiser's fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expensesexpenses but excluding any administrative fees payable to Agent hereunder) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral Collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateralCollateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ ' or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between any Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default default or an Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimateletter, shall be delivered to the Lenders. (dB) In the event that all or any portion of the collateral Collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ ' obligations under the Loan Documents, title to any such collateral Collateral or any portion thereof shall be held in the name of one or more of the Agent or a nominee or subsidiary of the Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral Collateral (the “Post"POST-Default Plan”DEFAULT PLAN"), which shall be subject to the approval of the Required Requisite Lenders. The Agent shall administer the collateral Collateral in accordance with the Post-Post Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralCollateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective PercentagesPro Rata Share. In no event shall the provisions of this subsection or the Post-Default Plan require the any Agent or any Lender to take an action which would cause such Agent or Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Administrative Agent’s entry into this Agreement, the Security Documents and the other Loan Documents for the benefit of Lenders. Each Lender agrees that any action taken by Administrative Agent with respect to the Collateral in accordance with the provisions of this Agreement, the Security Documents or the other Loan Documents, and the exercise by Administrative Agent 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. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, Lender to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Administrative Agent’s Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Administrative Agent, at its option and in its sole discretion, to release any Lien granted to or held by Administrative Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowers certify to Administrative Agent that the sale or disposition is made in compliance with subsection 8.2.8 hereof (and Administrative Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default; or (bv) Except as provided if approved, authorized or ratified in this writing by Administrative Agent at the direction of all Lenders or (vi) if such release is permitted by the terms of the Intercreditor Agreement. Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Administrative Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Administrative Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Administrative Agent in this subsection 11.7 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Administrative Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, including given Administrative Agent’s own interest in the Collateral as a Lender and that Administrative Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower’s or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower’s obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (a) The Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent 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. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to timetime prior to an Event of Default, to take any action with respect to any collateral for Collateral or the Loan or any Loan Document Documents which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected Agent's Liens upon the liens Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon such collateral granted pursuant to this any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting property being sold or disposed of if Borrowing Agent certifies to Agent that the sale or disposition is made in compliance with subsection 3.3(a) and subsection 7.2(h) hereof (and Agent may rely conclusively on any such certificate, without further inquiry); or (iii) constituting property in which no Borrower owns any interest at the time the Lien was granted or at any time thereafter; or (iv) in connection with any foreclosure sale or other Loan Documents. disposition of Collateral after the occurrence and during the continuation of an Event of Default or (bv) Except as provided if approved, authorized or ratified in this Agreementwriting by Agent at the direction of all Lenders. Upon request by Agent at any time, the Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other person or entity Person to assure that any collateral the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens Liens granted to Agent herein or in any of pursuant to the other Loan Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding , or to exercise at all or in any way seek to enforce the Agent’s particular manner or the Lenders’ rights under any duty of care, disclosure or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereoffidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 10.6 or in any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is it being understood and agreed that in respect of the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of DefaultCollateral, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the act, omission or event related thereto, Agent as the result of the exercise of may act in any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shallmanner it may deem appropriate, in accordance its sole discretion, but consistent with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection Agreement, given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or the Post-Default Plan require the Agent or liability whatsoever to any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirementsLender.

Agency Provisions Relating to Collateral. (a) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (c) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ ' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (d) In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower's obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “"Post-Default Plan”"), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Agency Provisions Relating to Collateral. (ai) The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action actions with respect to any collateral Collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral Collateral or to perfect and maintain perfected the liens upon such collateral Collateral granted pursuant to this Agreement and the other Loan Documents. (b) Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (cii) Should the Agent commence any proceeding or in any way seek to enforce the Agent’s 's or the Lenders’ ' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateralCollateral, each Lender, upon demand therefor therefore from time to time, shall contribute its share (based on its Percentage) Pro Rata Share of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ appraiser's fees and fees and expenses of attorneys to the extent not otherwise reimbursed by BorrowersBorrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent (including reasonable attorneys’ ' fees and expensesexpenses but excluding any administrative fees payable to Agent hereunder) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral Collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateralCollateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ Borrower's or any other party’s 's obligations under any of the Loan Documents, but not with respect to any dispute between any Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender Lenders from and after the occurrence of a Default default or an Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s 's engagement letter and fee estimate, shall be delivered to the Lenders. (diii) In the event that all or any portion of the collateral Collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ Borrower's obligations under the Loan Documents, title to any such collateral Collateral or any portion thereof shall be held in the name of one or more of the Agent or a nominee or subsidiary of on or more of the Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral Collateral (the “"Post-Default Plan”"), which shall be subject to the approval of the Required Requisite Lenders. The Agent shall administer the collateral Collateral in accordance with the Post-Post Default Plan, and upon demand therefor therefore from time to time, each Lender will contribute its share (based on its Percentage) Pro Rata Share of all reasonable out of pocket costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateralCollateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective PercentagesPro Rata Share. In no event shall the provisions of this subsection or the Post-Default Plan require the any Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.