Common use of Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights Clause in Contracts

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary and without notice to or further assent by any U.S. Institution Subsidiary, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiary, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary or any other Person or any release of any Borrower or any U.S. Institution Subsidiary or any other Person shall not relieve any U.S. Institution Subsidiary in respect of which a demand or collection is not made or any U.S. Institution Subsidiary not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and therewith, the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement and Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Pledge Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any Pledgor or any other Personperson, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person or any release of any the Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent Trustee or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent Trustee or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Documents and any other documents executed and delivered in connection therewith and the Secured Designated Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Term Agent or the Collateral Trustee, as applicable, or any of their respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Term Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Designated Hedge AgreementAgreement or documents entered into with the Term Agent or the Collateral Trustee, as applicable, or any of their respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent Trustee or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent Trustee nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent Trustee or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Borrower or any Pledgor or any other Personperson, and any failure by the Collateral Agent Trustee or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person or any release of any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent Trustee or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent Trustee or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent Trustee or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Term Priority Lien Documents and any other documents executed and delivered in connection therewith and any documents entered into with the Secured Hedge Agreements and Term Agent or the Collateral Trustee, as applicable, or any other documents executed and delivered of their respective affiliates in connection therewith with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent Collateral Trustee (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreementdocuments entered into with the Term Agent or the Collateral Trustee, as applicable, or any of their respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent Trustee or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent Trustee nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent Trustee or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Parent Grantor or any other PersonGrantor or any other person, and any failure by the Collateral Agent Trustee or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary the Parent Grantor or any other Person Grantor or any other person or any release of any Borrower or any U.S. Institution Subsidiary the Parent Grantor or any other Person Grantor or any other person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent Trustee or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Guarantor and without notice to or further assent by any U.S. Institution SubsidiaryGuarantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party Purchasers may be rescinded by such party and any of the Secured Obligations continued, (b) and the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured PartyPurchasers, (c) and the Credit Purchase Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith Note and the Secured Hedge Agreements other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) Purchasers may deem advisable from time to time, and (d) any collateral security, guarantee guaranty or right of offset at any time held by the Collateral Agent or any other Secured Party Purchasers for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party The Purchasers shall not have any obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement Guaranty or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany of the Guarantors, the Collateral Agent or any other Secured Party Purchasers may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any other PersonGuarantor, and any failure by the Collateral Agent or any other Secured Party Purchasers to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary or any such other Person Guarantor or any release of any the Borrower or any U.S. Institution Subsidiary or any such other Person Guarantor shall not relieve any U.S. Institution Subsidiary of the Guarantors in respect of which a demand or collection is not made or any U.S. Institution Subsidiary of the Guarantors not so released of its their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party Purchasers against any U.S.of the Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Indenture and any other documents executed and delivered in connection therewith and may, in accordance with Article 9 of the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may Indenture, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, part and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Grantor or any other Person or any release of any Borrower or any U.S. Institution Subsidiary Grantor or any other Person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Guarantor and without notice to or further assent by any U.S. Institution SubsidiaryGuarantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party Secured Party and any of the Secured Obligations continued, (b) and the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) and the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered Loan Document, any agreements in connection therewith and respect of the Secured Hedge Cash Management Obligations, Secured Swap Agreements and any other documents executed and delivered in connection therewith may be amended, amended and restated, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be, or, ) or the relevant Secured Party (in the case of any such agreements in respect of the Secured Hedge Agreement, the Hedge Bank party theretoCash Management Obligations or Secured Swap Agreements) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany of the Guarantors, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Loan Party or any other PersonGuarantor or guarantor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower Loan Party or any U.S. Institution Subsidiary such other Guarantor or any other Person guarantor or any release of any Borrower Loan Party or any U.S. Institution Subsidiary such other Guarantor or any other Person guarantor shall not relieve any U.S. Institution Subsidiary of the Guarantors in respect of which a demand or collection is not made or any U.S. Institution Subsidiary of the Guarantors not so released of its their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.of the Guarantors.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary European Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary European Guarantor and without notice to or further assent by any U.S. Institution SubsidiaryEuropean Guarantor, (a) any demand for payment of any of the Secured Obligations of any Foreign Subsidiary that is a CFC made by the Collateral Agent or any other Secured Party may be rescinded by such party Secured Party and any of the Secured Obligations of any Foreign Subsidiary that is a CFC continued, (b) and the Secured ObligationsObligations of each Foreign Subsidiary that is a CFC, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, amended and restated, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) and the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered Loan Document, any agreement in connection therewith and the respect of Secured Hedge Agreements Cash Management Obligations, any Swap Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be, or, ) or the relevant Secured Party (in the case of any such agreement in respect of the Secured Hedge Cash Management Obligations or any Secured Swap Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations of any Foreign Subsidiary that is a CFC may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other No Secured Party shall have any obligation to protect, secure, perfect or insure ensure any Lien at any time held by it as security for the Secured Obligations of any Foreign Subsidiary that is a CFC or for this Collateral Agreement European Guarantee or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany of the European Guarantors, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Loan Party or any other PersonEuropean Guarantor or guarantor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower Loan Party or any U.S. Institution Subsidiary such other European Guarantor or any other Person guarantor or any release of any Borrower Loan Party or any U.S. Institution Subsidiary such other European Guarantor or any other Person guarantor shall not relieve any U.S. Institution Subsidiary of the European Guarantors in respect of which a demand or collection is not made or any U.S. Institution Subsidiary of the European Guarantors not so released of its their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.of the European Guarantors.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Indenture and any other documents executed and delivered in connection therewith and may, in accordance with Article 9 of the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may Indenture, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, part and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Pledge Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Pledgor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person or any release of any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Grantor or any other Person or any release of any Borrower or any U.S. Institution Subsidiary Grantor or any other Person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Bank Product Agreements (including the Hedge Agreements Agreements) and any other documents executed and delivered in connection therewith and any documents entered into with the Collateral Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge AgreementBank Product Agreement or documents entered into with the Collateral Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any other PersonGrantor or grantor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person grantor or any release of any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person grantor shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Except for the termination of the Pledgor's Secured Obligations hereunder as provided in Section 14, the Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary the Pledgor and without notice to or further assent by any U.S. Institution Subsidiarythe Pledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (or terms of the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to timeapplicable Loan Document, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiary, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary or any other Person or any release of any Borrower or any U.S. Institution Subsidiary or any other Person shall not relieve any U.S. Institution Subsidiary in respect of which a demand or collection is not made or any U.S. Institution Subsidiary not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S..

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, Notes, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any other PersonGrantor or grantor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary other Grantor or any other Person grantor or any release of any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person grantor shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Indenture and any other documents executed and delivered in connection therewith and may, in accordance with Article 10 of the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may Indenture, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, part and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Grantor or any other Person or any release of any Borrower or any U.S. Institution Subsidiary Grantor or any other Person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Indenture and any other documents executed and delivered in connection therewith and may, in accordance with Article 10 of the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may Indenture, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, part and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Pledge Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Pledgor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person or any release of any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromisedcom­ promised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and therewith, the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement and Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Pledge Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Parent Borrower or any Pledgor or any other Personperson, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Parent Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person or any release of any the Parent Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When EAST\142256231.3 making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Grantor or any other Person or any release of any Borrower or any U.S. Institution Subsidiary Grantor or any other Person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Subject in any event to the terms and conditions of the Final Order, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the DIP Credit Agreement, the other Credit Documents, the Letters of Credit any Additional First Lien Agreement and any other documents executed and delivered in connection therewith (including any Secured Cash Management Agreements and the Secured Hedge Agreements Hedging Agreements) and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Cash Management Agreement and Secured Hedging Agreement, the Cash Management Bank or Hedge Bank party thereto) may deem advisable from time to time, time and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Pledge Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any Pledgor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary Pledgor or any other Person or any release of any the Borrower or any U.S. Institution Subsidiary Pledgor or any other Person shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary The Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary the Company and without notice to or further assent by any U.S. Institution Subsidiarythe Company, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party Lender may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured PartyLender, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lendersrequisite Lenders pursuant to the terms of the Credit Agreement, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, (d) any Cash Management Agreement, any Swap Contract and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Company and such applicable Cash Management Bank or Swap Contract Bank, as applicable, may deem advisable from time to time and (de) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party Lender for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party Lender shall have any obligation to protect, secure, perfect or insure any Lien Security at any time held by it as security for the Secured Obligations or for this Collateral Pledge Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiary, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary or any other Person or any release of any Borrower or any U.S. Institution Subsidiary or any other Person shall not relieve any U.S. Institution Subsidiary in respect of which a demand or collection is not made or any U.S. Institution Subsidiary not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S..

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Notes Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Notes Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Notes Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (terms of the applicable Notes Document or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Other Pari Passu Lien Obligations Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Notes Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Notes Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Notes Collateral Agent or any other Secured Party Party, may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any of the Issuers or any other PersonGrantor, and any failure by the Notes Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary of the Issuers or any other Person Grantor or any release of any Borrower or any U.S. Institution Subsidiary of the Issuers or any other Person Grantor shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Notes Collateral Agent or any other Secured Party against any U.S.Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Guarantor and without notice to or further assent by any U.S. Institution SubsidiaryGuarantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party Purchasers may be rescinded by such party and any of the Secured Obligations continued, (b) and the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured PartyPurchasers, (c) and the Credit Purchase Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith Notes and the Secured Hedge Agreements other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) Purchasers may deem advisable from time to time, and (d) any collateral security, guarantee guaranty or right of offset at any time held by the Collateral Agent or any other Secured Party Purchasers for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party The Purchasers shall not have any obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement Guaranty or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany of the Guarantors, the Collateral Agent or any other Secured Party Purchasers may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any other PersonGuarantor, and any failure by the Collateral Agent or any other Secured Party Purchasers to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary or any such other Person Guarantor or any release of any the Borrower or any U.S. Institution Subsidiary or any such other Person Guarantor shall not relieve any U.S. Institution Subsidiary of the Guarantors in respect of which a demand or collection is not made or any U.S. Institution Subsidiary of the Guarantors not so released of its their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party Purchasers against any U.S.of the Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Except for the termination of a Pledgor’s Secured Obligations hereunder as expressly provided in Section 13, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Bank Products and any other documents executed and delivered in connection therewith may be amended, restated, amended and restated, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (or terms of the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge applicable Bank party thereto) may deem advisable from time to timeProduct, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrowers (to the extent such U.S. Institution Subsidiary demand is in respect of any Secured Obligations owing by the Borrowers) or any other PersonPledgor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary the Borrowers or any other Person Pledgor or any release of any Borrower or any U.S. Institution Subsidiary the Borrowers or any other Person Pledgor shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuation of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Subject in any event to the terms and conditions of the Orders, each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the DIP Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith (including any Secured Cash Management Agreements, Secured Hedging Agreements, and the Secured Hedge Agreements Commodity Hedging Agreements) and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, the applicable Cash Management Bank or Hedge Bank party theretoBank) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person or any release of any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, restated, amended and restated, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Documents and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may and any documents entered into with the Administrative Agent or the Collateral Agent, as applicable, or any of their respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may, from time to time, in whole or in part, be renewed, increased, extended, amended, restated, amended and restated, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreementdocuments entered into with the Administrative Agent or the Collateral Agent, as applicable, or any of their respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary any Borrower or any Pledgor or any other Personperson, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person or any release of any Borrower or any U.S. Institution Subsidiary Pledgor or any other Person person shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Subject in any event to the terms and conditions of the Final Order, each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the DIP Credit Agreement, the other Credit Documents, the Letters of Credit any Additional First Lien Agreement and any other documents executed and delivered in connection therewith (including any Secured Cash Management Agreements and the Secured Hedge Agreements Hedging Agreements) and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedging Agreement the applicable Cash Management Bank or Hedge Bank, or, in the case of any Additional First Lien Agreement, the Hedge Bank party theretotrustee, agent or representative thereunder or the required lenders, holders or counterparties thereunder) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person or any release of any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (or terms of the Required Lenders, as the case may be, or, in the case of any applicable Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to timeDebt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party Party, may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrowers or any other PersonGrantor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary the Borrowers or any other Person Grantor or any release of any Borrower or any U.S. Institution Subsidiary the Borrowers or any other Person Grantor shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Subject in any event to the terms and conditions of the DIP Order (with respect to the applicable Grantors), each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the DIP Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith (including any Secured Cash Management Agreements, Secured Hedging Agreements, and the Secured Hedge Agreements Commodity Hedging Agreements) and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, the applicable Cash Management Bank or Hedge Bank party theretoBank) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person or any release of any the Borrower or any U.S. Institution Subsidiary Grantor or any other Person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Except for the termination of a Pledgor’s Secured Obligations hereunder as expressly provided in Section 14, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Pledgor and without notice to or further assent by any U.S. Institution SubsidiaryPledgor, (a) any demand for payment of any of the Secured Obligations made by the Notes Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Notes Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Notes Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (terms of the applicable Notes Document or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Other Pari Passu Lien Obligations Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Notes Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Notes Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Pledgor, the Notes Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Pledgors (to the extent such U.S. Institution Subsidiary or demand is in respect of any other Person, Secured Obligations owing by the Pledgors) and any failure by the Notes Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary or any other Person or the Pledgors any release of any Borrower or any U.S. Institution Subsidiary or any other Person the Pledgors shall not relieve any U.S. Institution Subsidiary Pledgor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Notes Collateral Agent or any other Secured Party against any U.S.Pledgor. For the purposes hereof “demand” shall include the commencement and continuation of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit Documents and any other documents executed and delivered in connection therewith and any documents entered into with the Secured Hedge Agreements and Administrative Agent or the Collateral Agent, as applicable, or any other documents executed and delivered of their respective affiliates in connection therewith with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be, from time to time, in whole or in part, be renewed, increased, extended, amended, restated, amended and restated, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreementdocuments entered into with the Administrative Agent or the Collateral Agent, as applicable, or any of their respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Parent Grantor or any other PersonGrantor or any other person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower or any U.S. Institution Subsidiary the Parent Grantor or any other Person Grantor or any other person or any release of any Borrower or any U.S. Institution Subsidiary the Parent Grantor or any other Person Grantor or any other person shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (or terms of the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to timeapplicable Loan Document, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Collateral Agent or any other Secured Party Party, may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Borrower or any other PersonGrantor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any the Borrower or any U.S. Institution Subsidiary or any other Person Grantor or any release of any the Borrower or any U.S. Institution Subsidiary or any other Person Grantor shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any U.S.Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Title IV Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary each Title IV Grantor and without notice to or further assent by any U.S. Institution Subsidiaryeach Title IV Grantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Amended and Restated Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Amended and Restated Collateral Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryeach Title IV Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary each Title IV Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Parent Borrower or any U.S. Institution Subsidiary each Title IV Grantor or any other Person or any release of any Parent Borrower or any U.S. Institution Subsidiary each Title IV Grantor or any other Person shall not relieve any U.S. Institution Subsidiary each Title IV Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary each Title IV Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against each Title IV Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any U.S.legal proceedings.

Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each U.S. Institution Subsidiary Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any U.S. Institution Subsidiary Grantor and without notice to or further assent by any U.S. Institution SubsidiaryGrantor, (a) any demand for payment of any of the Secured Obligations made by the Notes Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Notes Collateral Agent or any other Secured Party, (c) the Credit AgreementIndenture, Notes, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Hedge Agreements Note Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Notes Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Notes Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Collateral Security Agreement or any property subject thereto. When making any demand hereunder against a U.S. Institution Subsidiaryany Grantor, the Notes Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on such U.S. Institution Subsidiary the Company or any other PersonGrantor or grantor, and any failure by the Notes Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Borrower the Company or any U.S. Institution Subsidiary Grantor or any other Person grantor or any release of any Borrower the Company or any U.S. Institution Subsidiary Grantor or any other Person grantor shall not relieve any U.S. Institution Subsidiary Grantor in respect of which a demand or collection is not made or any U.S. Institution Subsidiary Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Notes Collateral Agent or any other Secured Party against any U.S.Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.