Common use of Certain Collateral Matters Clause in Contracts

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the ABL Intercreditor Agreement, ; (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) ); and (c) enter into and perform, or take any other actions in connection with, the ABL Intercreditor Agreement, Third Lien Subordination Agreement and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of “Permitted Liens Liens” (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement). Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any the Intercompany Subordinated Debt and the Alimco Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. (a) The Lenders Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) Each Lender agrees that none of them shall have any right individually to seek to realize upon the Collateral, it being agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lender Parties and the Administrative Agent pursuant to the terms of the Loan Documents. (c) Each Lender irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Administrative Agent under upon any Loan Document Collateral (i) upon termination of the Commitments and payment in full in cash of all Loans and all other obligations of Borrowers hereunder; Obligations (other than unasserted contingent indemnification Obligations) payable under this Agreement and the other Loan Documents, (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); hereunder, (iii) subject constituting property in which the Borrowers or any other Loan Party owned no interest at the time the security interest and/or Lien was granted, (iv) constituting property leased to Section 15.5 the Borrowers or any other Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers or any other Loan Party to be, renewed or extended, or (v) if approved, authorized or ratified in writing approved by the Required Lenders; or (iv) to the extent Lenders or, if required under the terms of the Intercreditor Agreementby Section 10.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and performeach Lender, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementif applicable. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral collateral pursuant to this Section 14.10Section. (d) The Administrative Agent may from time to time make disbursements and advances that, in its sole discretion, it deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral, to enhance the likelihood or maximize the amount of the Obligations that are repaid by the Loan Party or pay any other amount chargeable to the Loan Party hereunder. All such amounts disbursed or advanced by the Administrative Agent may, shall be Obligations that are secured by the Collateral and at be repayable by the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such noticesBorrowers on demand.

Certain Collateral Matters. (a) The Lenders Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from Secured Parties, from time to time to take any action with respect to any Collateral or the Collateral Documents or the other Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents and the other Loan Documents. (b) Each Lender and L/C Issuer agrees that none of them shall have any right individually to seek to realize upon the Collateral, it being agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties pursuant to the terms of the Collateral Documents and the other Loan Documents. (c) Each Secured Party irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Administrative Agent upon any Collateral and under any Loan Document (i) upon termination of the Commitments and payment in full in cash or cash collateralization of all Loans Obligations (other than unasserted contingent indemnification Obligations) payable under this Agreement and all the other obligations of Borrowers hereunderLoan Documents; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or disposition permitted hereunder (including the release of any guarantor)hereunder; (iii) subject constituting property in which the Loan Parties or any of their Subsidiaries own no interest at the time the security interest is requested to Section 15.5 be released; (iv) constituting property leased to the Loan Parties or any of their Subsidiaries under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if approved, authorized the Indebtedness evidenced thereby has been paid in full; or ratified in writing (vi) if approved by the Required Lenders; or (iv) to the extent Lenders or, if required under the terms of the Intercreditor Agreementby Section 11.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) each Lender and (c) enter into and performL/C Issuer, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementif applicable. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Section. (d) Each Lender further agrees and L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any security interest on property granted to or held by the Administrative Agent under any Loan Document to the holder of a security interest on such property that is permitted by Section 8.3(b). (e) Each Lender and L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any other Loan Party from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted by this Agreement. (f) The Administrative Agent may from time to time make disbursements and advances that, in its sole discretion, it will not act unilaterally deems necessary or desirable to deliver preserve, protect, prepare for sale or lease or dispose of the Collateral, to enhance the likelihood or maximize the amount of the Obligations that are repaid by the Loan Parties or pay any other amount chargeable to the Loan Parties hereunder. All such noticesamounts disbursed or advanced by the Administrative Agent shall be Obligations that are secured by the Collateral and be repayable by the Borrower on demand.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) Each Lender and L/C Issuer agrees that none of them shall have any right individually to seek to realize upon the Collateral, it being agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lender Parties pursuant to the terms of the Loan Documents. (c) Each Lender and L/C Issuer irrevocably authorize the Administrative Agent to release any security interest or Lien granted to or held by the Administrative Agent under upon any Loan Document Collateral (i) upon termination of the Commitments and payment in full in cash or cash collateralization of all Loans and all other obligations of Borrowers hereunder; Obligations under the Loan Documents (other than unasserted contingent indemnification Obligations) payable under this Agreement and the other Loan Documents, (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); hereunder, (iii) subject constituting property in which Holdings, the Borrowers or any of their Subsidiaries owned no interest at the time the security interest and/or Lien was granted, (iv) constituting property leased to Section 15.5 Holdings, the Borrowers or any of their Subsidiaries under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by Holdings, the Borrowers or any such Subsidiary to be, renewed or extended, (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if approvedthe Indebtedness evidenced thereby has been paid in full, authorized or ratified in writing (vi) if approved by the Required Lenders; or (iv) to the extent Lenders or, if required under the terms of the Intercreditor Agreementby Section 10.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) each Lender and (c) enter into and performL/C Issuer, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementif applicable. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Section. (d) Each Lender further agrees and L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any security interest on property granted to or held by the Administrative Agent under any Loan Document to the holder of a security interest on such property that is permitted by clause (b) of Section 7.2.3. (e) Each Lender and L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Loan Party from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted by this Agreement. (f) The Administrative Agent may from time to time make disbursements and advances that, in its sole discretion, it will not act unilaterally deems necessary or desirable to deliver preserve, protect, prepare for sale or lease or dispose of the Collateral, to enhance the likelihood or maximize the amount of the Obligations that are repaid by the Loan Parties or pay any other amount chargeable to the Loan Parties hereunder. All such noticesamounts disbursed or advanced by the Administrative Agent shall be Obligations that are secured by the Collateral and be repayable by the Borrowers on demand.

Certain Collateral Matters. (a) The Lenders Administrative Agent is hereby authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) Each Lender and each L/C Issuer hereby agrees that none of them shall have any right individually to seek to realize upon the Collateral, it being agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lender Parties pursuant to the terms of the Loan Documents. (c) Each Lender and each L/C Issuer hereby irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Administrative Agent under upon any Loan Document Collateral (i) upon termination of the Commitments and payment in full in cash or Cash Collateralization of all Loans and all other obligations of Borrowers hereunder; Obligations (other than unasserted contingent indemnification Obligations) payable under this Agreement and the other Loan Documents, (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); hereunder, (iii) subject constituting property in which the Borrower or any of its Subsidiaries owned no interest at the time the security interest and/or Lien was granted, (iv) constituting property leased to Section 15.5 the Borrower or any of its Subsidiaries under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or any such Subsidiary to be, renewed or extended, (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if approvedthe Indebtedness evidenced thereby has been paid in full, authorized or ratified in writing (vi) if approved by the Required Lenders; or (iv) to the extent Lenders or, if required under the terms of the Intercreditor Agreementby Section 10.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) each Lender and (c) enter into and performeach L/C Issuer, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementif applicable. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.109.9. (d) The Administrative Agent may from time to time make disbursements and advances that, in its sole discretion, it deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral, to enhance the likelihood or maximize the amount of the Obligations that are repaid by the Loan Party or pay any other amount chargeable to the Loan Party hereunder. All such amounts disbursed or advanced by the Administrative Agent mayshall be Obligations that are secured by the Collateral and be repayable by the Borrower on demand. (e) In any bankruptcy, insolvency or similar proceeding relating to any Loan Party, the Administrative Agent is authorized, on behalf of the Lender Parties, to file and at prove the direction of Required Lenders shall, give blockage notices claim for the Obligations (including claims for the costs and expenses incurred by the Administrative Agent in connection with therewith) and collect and receive any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees monies or other property that it will not act unilaterally to deliver such noticesis payable or deliverable in connection therewith.

Certain Collateral Matters. The Agents are hereby irrevocably authorized by each of the Lenders irrevocably authorize Agent, at its option and in its discretion, to effect any release or subordination of Liens or Guarantee Obligations contemplated by Section 10.15. (a) Each Lender authorizes and directs each applicable Collateral Agent to release enter into or join (x) the Security Documents, the ABL Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Lien granted Other Intercreditor Agreement for the benefit of the Lenders and the other applicable Secured Parties and (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or held by Agent under other modifications to the Security Documents, the ABL Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or Other Intercreditor Agreement in connection with the incurrence by any disposition permitted hereunder (including the release Loan Party or BrandCo Entity of any guarantor); (iii) subject Indebtedness pursuant to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor this Agreement, as applicable or to permit such Indebtedness to be secured by a valid, perfected lien. (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for and each holder of any Term Note by the benefit of Agent, that it acceptance thereof will be bound deemed to agree, that, except as otherwise set forth herein, any action taken by and will take no actions contrary to the Applicable Required Lenders or the Required Lenders, as applicable, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Applicable Required Lenders and the Required Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents to which it is a party, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents and in the case of the ABL Intercreditor Agreement and/or the Pari Passu LEGAL_US_E # 147593786.29 Intercreditor Agreement (or any Other Intercreditor Agreement) to take all actions (and execute all documents) required or deemed advisable by it in accordance with the terms thereof. (c) The Agents, Third Lien Subordination Agreement at their option and at their discretion, are hereby irrevocably authorized by each of the Lenders to effect any release or any Subordinated Debt Subordination Agreementsubordination of Liens or Guarantee Obligations contemplated by Section 10.15. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.10. 9.10(c). (d) No Collateral Agent mayshall have any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to such Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and at powers granted or available to such Collateral Agent in this Section 9.10 or in any of the direction Security Documents, it being understood and agreed that in respect of Required Lenders shallthis Collateral, give blockage notices or any act, omission or event related thereto, each Collateral Agent may act in connection with any Subordinated Debt manner it may deem appropriate, in its sole discretion, given such Collateral Agent’s own interest in the Collateral and each Lender hereby authorizes that the Collateral Agent shall have no duty or liability whatsoever to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such noticesthe Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment Payment in full Full of all Loans and all other obligations Obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)) other than a disposition to any Loan Party; or (iii) subject to Section 15.5 15.5, if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate execute subordination agreements or “no interest” letters acceptable to the Agent in its interest in any Collateral Permitted Discretion with respect to any holder of a Lien on such Collateral which (i) equipment that is subject to Liens permitted by under clause (ab) of the definition of Permitted Liens (it being understood that no such equipment may constitute Eligible M&E) and (ii) equipment that is subject to a Permitted Lien described in clause (c) the definition of Permitted Liens (it being understood that no such equipment may constitute Eligible M&E) (and the Agent may conclusively rely on a certificate from Borrower Representative in determining whether any such Lien, and the Indebtedness secured by any such Lien Lxxx, is permitted hereunder) ), and (c) to enter into and perform, or take any other actions in connection with, any intercreditor agreement entered into by Agent in accordance with the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreementterms hereof. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementsuch intercreditor agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment Payment in full Full of all Loans and all other obligations Obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (ab) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) to enter into and perform, or take any other actions in connection with, the any Acceptable Intercreditor Agreement, Third Lien Subordination and Agreement or any Subordinated Debt Subordination AgreementAgreement entered into in connection with Liens and/or Indebtedness permitted hereby. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the any Acceptable Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination AgreementAgreement that purports to bind Agent or such Lender. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) The Revolving Lender acknowledges and agrees that to release the extent that it (or its agent) has physical possession or control of any of the Collateral (or any endorsement in respect thereof), it (or its agent) shall hold or control such Collateral (and endorsement) on behalf of the Term Loan Agent so that for purposes of perfecting any security interest or Lien granted in any Collateral \\LA - 765212/000003 - 2075087 v5 it acts and holds or controls such Collateral (and endorsement) on behalf of the Revolving Claimholders and the Term Loan Claimholders. The Term Loan Agent acknowledges and agrees that to the extent that it (or held its agent) has physical possession or control of any of the Collateral (or any endorsement in respect thereof), it (or its agent) shall hold or control such Collateral (and endorsement) on behalf of the Revolving Lender so that for purposes of perfecting any security interest or Lien in any Collateral it acts and holds or controls such Collateral (and endorsement) on behalf of the Term Claimholders and the Revolving Claimholders. Nothing in this Section 2.6 shall affect the relative priorities in and to such Revolving Credit Priority Collateral or such Term Loan Priority Collateral, all of which shall be governed by Agent under the other provisions of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, until the Revolving Obligations have been Paid In Full, if the Revolving Lender (or its sub-agent) has satisfied the requirements for assignment in respect of any Loan Document Collateral subject to the Assignment of Claims Act, then, to the extent (i) upon termination of the Commitments permitted by applicable law and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold such action would not impair such assignment, the Revolving Lender (or its sub-agent) shall act as gratuitous agent for assignment under the Assignment of Claims Act. The Term Loan Agent, on behalf of itself and the Term Loan Claimholders, hereby waives and releases the Revolving Lender (and its sub-agent) from all claims and liabilities arising out of the Revolving Xxxxxx’s role as gratuitous agent with respect to be sold or disposed any Collateral subject to the Assignment of as part Claims Act. If at any time prior to the Payment In Full of or in connection with any disposition permitted hereunder (including the release Revolving Obligations, the Term Loan Agent obtains an assignment of any guarantor); (iii) Collateral subject to Section 15.5 the Assignment of Claims Act, the Term Loan Agent will promptly notify the Revolving Lender of such assignment and if approved, authorized or ratified in writing requested by the Required Lenders; or (iv) Revolving Lender, the Term Loan Agent shall take such actions reasonably requested by the Revolving Lender with respect to such assignment, at the extent required under the terms expense of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such noticesLoan Parties.

Certain Collateral Matters. (a) The Agent is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders irrevocably authorize the Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Agent under upon any Loan Document Collateral (i) upon termination of the Commitments and Letter of Credit Commitments and payment in full in cash of all Loans principal and interest on the Loans, all fees payable pursuant to Section 2.10, all Reimbursement Obligations, and all other obligations of Borrowers hereunderObligations payable under the Credit Agreement and under any Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)hereunder; (iii) subject constituting property in which the Borrowers or any other obligor of the Borrowers owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to Section 15.5 the Borrowers or any other obligor of the Borrowers under a lease which has expired or been terminated in a transaction permitted under the Credit Agreement or is about to expire and which has not been, and is not intended by the Borrowers or any of the Subsidiaries of the Borrowers to be renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders; Lenders or (iv) to the extent as otherwise required under the terms of the Intercreditor Agreementby Section 11.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementeach Lender. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s 's authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.1011.29. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Certain Collateral Matters. (a) The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) Each Lender agrees that no Lender shall have any right individually to seek to realize upon the Collateral, it being agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Lenders and the Agent pursuant to the terms of the Loan Documents. (c) The Lenders irrevocably authorize the Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Agent under upon any Loan Document Collateral (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunderObligations payable under this Agreement and the other Loan Documents; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)hereunder; (iii) subject constituting property in which the Borrower or any Subsidiary thereof owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to Section 15.5 the Borrower or any Subsidiary thereof under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent Lenders or, if required under the terms of the Intercreditor Agreementby Section 10.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementeach Lender. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s 's authority to release, or subordinate its interest in, release particular types or items of Collateral collateral pursuant to this Section 14.10Section. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.ARTICLE X

Certain Collateral Matters. The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release or modify any security interest or Lien granted to or held by the Administrative Agent under (a) on any Loan Document (i) upon termination of Collateral subject to the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunderFixed Assets Security Documents on the Fixed Assets Termination Date; (iib) constituting on any Collateral subject to the Current Assets Security Documents on the Current Assets Termination Date; (c) on any property sold or to be sold or disposed Disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)Permitted Disposition; (iiid) subject to Section 15.5 if approved, authorized on any property in which the Borrowers owned no interest at the time the security interest and/or Lien was granted or ratified in writing by the Required Lendersat any time thereafter owns no interest; or (ive) on property leased to the extent required Borrowers under the terms of the Intercreditor Agreement, (b) to subordinate its interest a lease which has expired or been terminated in any Collateral to any holder of a Lien on such Collateral which is transaction permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination under this Agreement or any Subordinated Debt Subordination Agreementis about to expire and which has not been, and is -129- 137 10.1. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release, release or subordinate its interest in, modify particular types or items of Collateral collateral pursuant to this Section 14.10Section. Agent mayAdditionally, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes irrevocably authorize the Administrative Agent to give such notices. Each Lender further agrees that it will not act unilaterally enter into the Revolver Intercreditor Agreement and the Senior Debt Intercreditor Agreement and agree to deliver such noticesbe bound by all of the terms and conditions contained therein.

Certain Collateral Matters. The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release or modify any security interest or Lien granted to or held by the Administrative Agent under (a) on any Loan Document (i) upon termination of Collateral subject to the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunderFixed Assets Security Documents on the Fixed Assets Termination Date; (iib) constituting on any Collateral subject to the Current Assets Security Documents on the Current Assets Termination Date; (c) on any property sold or to be sold or disposed Disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)Permitted Disposition; (iiid) subject on any property in which the Borrowers owned no interest at the time the security interest and/or Lien was granted or at any time thereafter owns no interest; (e) on property leased to Section 15.5 the Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extended; (f) on an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full or (g) if approved, authorized or ratified in writing by the applicable Required Lenders; Lenders or (iv) to the extent each Lender required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination AgreementSection 10.1. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release, release or subordinate its interest in, modify particular types or items of Collateral collateral pursuant to this Section 14.10Section. Agent mayAdditionally, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes irrevocably authorize the Administrative Agent to give such notices. Each Lender further agrees that it will not act unilaterally enter into the Revolver Intercreditor Agreement and agree to deliver such noticesbe bound by all of the terms and conditions contained therein.

Certain Collateral Matters. The Lenders irrevocably authorize AgentNotwithstanding anything to the contrary set forth herein or in any other Loan Document, at its option but subject in any event to the terms and in its discretionprovisions of Section 10.01, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or determinations arising directly in connection with or otherwise directly related to the Collateral comprising the Borrowing Base that are expressly assigned to the Administrative Agent pursuant to the terms hereof or thereof, as the case may be, including, without limitation, all such determinations pertaining to eligibility standards, Reserves and collateral reporting, audits, field examinations and appraisals (each a “Borrowing Base Determination”), shall be made in each case in accordance with this Section 9.11. Prior to making any disposition permitted hereunder Borrowing Base Determination, the Administrative Agent shall give the Co-Collateral Agent written notice thereof, which notice shall set forth in reasonable detail the Administrative Agent’s proposed course of action with respect thereto (including each an “Administrative Agent Borrowing Base Proposal”). If the release Co-Collateral Agent does not agree with any Administrative Agent Borrowing Base Proposal, within three (3) Business Days after its receipt thereof, the Co-Collateral Agent shall give the Administrative Agent written notice of such disagreement, which notice shall set forth in reasonable detail the Co-Collateral Agent’s own proposed course of action with respect thereto (each a “Co-Collateral Agent Borrowing Base Proposal”). If the Administrative Agent and the Co-Collateral Agent cannot reach agreement with respect to any Borrowing Base Determination within two (2) Business Days after the Administrative Agent’s receipt of any guarantor); (iii) subject to Section 15.5 if approvedCo-Collateral Agent Borrowing Base Proposal, authorized or ratified in writing the applicable Borrowing Base Determination shall be made by the Required LendersAdministrative Agent based on the proposal containing the more conservative course of action; or (iv) to the extent required under the terms of the Intercreditor Agreementprovided, (b) to subordinate its interest in that, if any Collateral issue relating to any holder Borrowing Base Determination cannot be resolved by taking the more conservative course of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection withaction, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for course of action with respect to such issue proposed by the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Administrative Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such noticesshall prevail.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) Borrower will use its commercially reasonable efforts to release any Lien granted obtain such lessor consents as may be required to or held by encumber in favor of Collateral Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Lenders the leases located at the properties identified as being requested to be subject to a leasehold mortgage on Schedule 1.01(b); provided, however other than the payment of reasonable counsel fees and other out-of-pocket expenses, Borrower shall not be required to make payment to a lessor in order to obtain such consent. (b) Other than any domestic Immaterial Subsidiary so designated and identified on Schedule 3.08, Holding, Borrower and each domestic Restricted Subsidiary of Borrower have executed the Security Agreement, the Guaranty, the Pledge Agreement and such other Security Documents as may be reasonably requested by Collateral Agent. (c) If requested by Collateral Agent, as soon as practicable after the Effective Date Borrower will take all such actions as may reasonably be requested by Collateral Agent and as do not create materially adverse tax consequences for the Borrower to assure the Collateral Agent that it has a duly perfected security interest under the laws of Mexico in all of the property and assets of Borrower and its Subsidiaries which are located in Mexico (including a pledge of the ownership interests in such Subsidiaries), including without limitation the execution of a Guarantee and other Security Documents by Borrower and/or the Subsidiaries of Borrower operating in Mexico. (d) Borrower will be bound by and will take no actions contrary cause Xxxxxxx Xxxxxx or its Affiliates to pledge pursuant to the provisions of the Intercreditor Nonrecourse Pledge Agreement, Third Lien Subordination Agreement all other evidences of senior indebtedness of HRC Holding or Borrower or any Subordinated Debt Subordination Agreement. Upon request by Agent at of its Restricted Subsidiaries to Xxxxxxx Xxxxxx, any timeAffiliate of Xxxxxxx Xxxxxx or any shareholder of Borrower or Holding and outstanding on the Effective Date, and all other investments of Xxxxxxx Xxxxxx, any Affiliate of Xxxxxxx Xxxxxx or any shareholder of Borrower or Holding made after the Lenders will confirm Effective Date in writing Agent’s authority Borrower or its Restricted Subsidiaries or in HRC Holding and required to release, or subordinate its interest in, particular types or items of Collateral be so pledged pursuant to this Section 14.10. 6.01(k). (e) In the event that the stock of Xxxxxx Euro Co S.a.r.l or any of its Subsidiaries (the "European Companies Shares") is not required to be pledged to support any bona fide third party Indebtedness extended to such companies and no material adverse tax consequences to Borrower would occur as a result thereof, Borrower shall cause the European Companies Shares to be pledged to Collateral Agent mayfor the benefit of Lenders or to the extent not available to Collateral Agent as a result of material adverse tax consequences, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it Borrower will not act unilaterally permit such European Companies Shares to deliver be otherwise pledged or encumbered except as may be required to support any bona fide third party Indebtedness to such noticesUnrestricted Subsidiaries.

Certain Collateral Matters. The Agents are hereby irrevocably authorized by each of the Lenders irrevocably authorize Agent, at its option and in its discretion, to effect any release or subordination of Liens or Guarantee Obligations contemplated by Section 10.15. (a) Each Lender authorizes and directs the Collateral Agent to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, join (x) the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely Security Documents for the benefit of Agentthe Lenders and the other Secured Parties and (y) any amendments, that it will amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents in connection with the incurrence by any Loan Party or BrandCo Entity of Indebtedness pursuant to this Agreement, as applicable or to permit such Indebtedness to be bound secured by and will take no actions contrary to a valid, perfected lien. (b) Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of the Intercreditor Agreement, Third Lien Subordination this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any Subordinated Debt Subordination Agreementnotice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents to which it is a party, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (c) The Agents, at their option and at their discretion, are hereby irrevocably authorized by each of the Lenders to effect any release or subordination of Liens or Guarantee Obligations contemplated by Section 10.15. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.10. 9.10(c). (d) No Collateral Agent mayshall have any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.10 or in any of the Security Documents, it being understood and agreed that in respect of this Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) The Secured Parties hereby irrevocably authorize each Agent, at the direction of the Required Lenders shallLenders, give blockage notices to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) any Agent (whether by judicial action or otherwise) in accordance with any applicable law; provided, that the Obligations of any regulated Lender may not be credit bid if such regulated Lender cannot comply with such applicable law. In connection with any Subordinated Debt such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the equity interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase); provided, that none of the Secured Parties shall be allowed to credit bid any of the Obligations independently and all such credit bids shall have to be submitted through, and administered by, an Agent (at the direction of the Required Lenders), as set forth herein. In connection with any such bid (i) each Lender hereby authorizes Agent shall be authorized to give (x) form one or more acquisition vehicles to make a bid and (y) adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by any Agent with respect to such notices. Each Lender acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.1 of this Agreement) and (ii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further agrees that it will not act unilaterally to deliver such noticesaction.

Certain Collateral Matters. The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (a) Each Lender agrees that no Lender shall have any right individually to seek to realize upon the Collateral, it being agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Lenders and the Agent pursuant to the terms of the Loan Documents. (b) The Lenders irrevocably authorize the Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Agent under upon any Loan Document Collateral (i) upon termination of the Commitments Revolving Loan Commitment and payment in full of all Loans and all other obligations of Borrowers hereunderObligations payable under this Agreement and under any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)hereunder; (iii) subject constituting property in which the Borrowers or any Subsidiary thereof owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to Section 15.5 the Borrowers or any Subsidiary thereof under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent Lenders or, if required under the terms of the Intercreditor Agreementby Section 10.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementeach Lender. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s 's authority to release, or subordinate its interest in, release particular types or items of Collateral collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices9.8.

Certain Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender also authorizes and directs the Administrative Agent to review and approve all agreements relating to the cash management system of Borrower, including lockboxes and lockbox accounts, as the Administrative Agent shall deem necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Agreement or any other Loan Document, and the exercise by the Administrative Agent, the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence of any Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to this Agreement and the Security Documents. (b) The Lenders irrevocably hereby authorize the Administrative Agent, at its is option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent under upon any Loan Document Collateral (i) upon termination of the Revolving Credit Commitments and payment in full cash and satisfaction of all Loans of the Secured Obligations at any time arising under or in respect of this Agreement or the other Loan Documents or the transactions contemplated thereby, or upon the compliance with the provisions of Section 4.7 or any other provision set forth in this Agreement or any other Loan Document relating to the release of the Lien with respect to any Pledged Asset and all any other obligations of Borrowers hereunder; Collateral relating thereto, (ii) constituting property sold or to be being sold or disposed of as part upon receipt of the proceeds of such sale by the Administrative Agent if Borrower certifies to the Administrative Agent that the sale or disposition is made in connection compliance with the terms hereof (and the Administrative Agent may rely conclusively on any disposition permitted hereunder (including the release of any guarantorsuch certificate, without further inquiry); , or (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) , unless such release is required to the extent required under the terms be approved by all of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted Lenders hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.10. Agent may11.10(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by Borrower, or in any other circumstances under which the direction Administrative Agent is required to release any Pledged Asset or related Collateral, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or desirable to evidence the release of Required the Liens granted to the Administrative Agent for the benefit of the Lenders shallin this Agreement or pursuant to the Security Documents upon the Collateral that was sold or transferred or that is required to be so released; provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes the Administrative Agent’s opinion, would expose the Administrative Agent to give liability or create any obligation or entail any consequence other than the release of such noticesLiens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of Borrower in respect of) any remaining Collateral. Each Lender further agrees that it will not act unilaterally In the event of any sale or transfer of Collateral, or any foreclosure with respect to deliver any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such noticessale, transfer or foreclosure. At all times from and after the time as of which the Administrative Agent shall be obligated to release any Pledged Asset from the Lien of the Security Documents pursuant to this Section, such asset shall no longer be deemed a “Pledged Asset” (and the applicable Underlying Collateral, Underlying Property and Underlying Borrower with respect thereto shall no longer be deemed “Underlying Collateral,” “Underlying Property” or an “Underlying Borrower” for purposes of any of the provisions set forth in this Agreement or any of the Loan Documents).

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Subordination Agreement, ; (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) ); and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination Agreement and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment Payment in full Full of all Loans and all other obligations Obligations of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.5 if approved, authorized or ratified in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) to enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices.

Certain Collateral Matters. The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. The Lenders irrevocably authorize the Administrative Agent, upon the request and at its option and in its discretionthe reasonable expense of the Company, (a) to release or modify (and to execute and deliver such documents or instruments as the Company may reasonably request to evidence or effect the release or modification of) any security interest or Lien granted to or held by the Administrative Agent under (a) on any Loan Document (i) upon termination of Collateral subject to the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunderSecurity Documents on the Termination Date; (iib) constituting on any property sold or to be sold or disposed Disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)Permitted Disposition; (iiic) subject on any property in which the Borrowers owned no interest at the time the security interest and/or Lien was granted or at any time thereafter owns no interest; (d) on property leased to Section 15.5 the Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extended; (e) on an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; (f) if approved, authorized or ratified in writing by the applicable Required LendersLenders or each Lender required by Section 10.1; or (ivg) to as specified in Section 7.1.12(c). The Lenders hereby confirm the extent required under the terms of the Intercreditor Agreement, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, release or subordinate its interest in, modify particular types or items of Collateral collateral pursuant to this Section 14.1010.16. Additionally, the Lenders hereby irrevocably authorize the Administrative Agent may, and at to enter into the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt Intercreditor Agreement and each Lender hereby authorizes Agent of the Lenders agree to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such noticesbe bound by all of the terms and conditions contained therein.

Certain Collateral Matters. (a) The Agent is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Lenders irrevocably authorize the Agent, at its option and in its discretion, (a) to release any security interest or Lien granted to or held by the Agent under upon any Loan Document Collateral (i) upon termination of the Commitments and Letter of Credit Commitments and payment in full in cash of all Loans principal and interest on the Loans, all fees payable pursuant to Section 2.10, all Reimbursement Obligations, and all other obligations of Borrowers hereunderObligations payable under the Credit Agreement and under any Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor)hereunder; (iii) subject constituting property in which the Borrowers or any other obligor of the Borrowers owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to Section 15.5 the Borrowers or any other obligor of the Borrowers under a lease which has expired or been terminated in a transaction permitted under the Credit Agreement or is about to expire and which has not been, and is not intended by the Borrowers or any of the Subsidiaries of the Borrowers to be renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders; Lenders or (iv) to the extent as otherwise required under the terms of the Intercreditor Agreementby Section 11.1, (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees, solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreementeach Lender. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s 's authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices11.28.