Common use of Collateral Matters Clause in Contracts

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. (i) Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the L/C Issuers and the Swing Line Lender hereby (A) consents to the terms of the Intercreditor Agreement, (B) authorizes the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of the Secured Creditors. (ii) Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge LOC Bank) ), the L/C Issuers and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: (A) to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Intercreditor Agreement; and (B) to acknowledge in accordance with Section 10.01writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by clause (c) of the definition of “Customary Permitted Lien”. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of The Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Term Loans and all other outstanding obligations of Borrower hereunder; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2(d)(i) or (d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.10.

Collateral Matters. Without limiting The Lenders and the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) Fronting Banks irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (a) (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration, cancellation or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent, the L/C Issuers and the Fronting Banks shall have been made) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Credit Document, (Aii) upon termination of the Term Tranche A Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as Tranche A L/C Obligations, to which arrangements satisfactory to release the applicable Cash Management Bank or Hedge Bank shall have been made)Lien on any Collateral securing the Tranche A L/C Obligations, (Biii) upon termination of the Tranche B Commitments and payment in full of all Tranche B Obligations, to release any Cash Collateral securing the Tranche B Obligations, (iv) to release any Lien on Collateral that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Credit Document, or (Cv) to release any Lien on Collateral as approved pursuant to Section 10.01(g); and (b) to release any Designated Subsidiary Borrower from its obligations under this Agreement and any other Credit Document and release any Collateral provided by such Designated Borrower if approved, authorized or ratified in writing in accordance with Section 10.01such Person ceases to be a Designated Subsidiary Borrower. Upon request by the Administrative Agent at any time, the Required applicable Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under this Agreement or under otherwise consented to by the Required Lenders (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) that is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to release or subordinate any Lien (and any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), holder of any Lien on such property (Bi) that is sold permitted by Section 8.02(i), so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release or subordination, as the case may be, a certificate of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) if such release or subordination is required under the Term Loan Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be sold a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or otherwise disposed prior to the date of as part release a certificate of or in connection with a Responsible Officer certifying that such transaction is permitted by this Agreement (and the Administrative Agent may rely conclusively on any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedsuch certificate, authorized or ratified in writing in accordance with Section 10.01without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral10.11.

Collateral Matters. Without limiting the provisions of Section 9.09The Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Hedge Bank) and the Issuing Banks hereby direct the Collateral Agent and the Depositary Bank to enter into, and perform under, the Depositary Agreement and the other Collateral Documents to which it is a party. Without limiting the provision of Section 9.09, the Lenders (including in its capacities as a potential Hedge Bank) and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, and the Administrative Agent irrevocably authorizes the Collateral Agent, acting at the direction of the Administrative Agent, (a) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Financing Document (Ai) upon termination of the Term Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and (y) obligations and liabilities under Secured the expiration or termination of all Letters of Credit that have not otherwise been Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Collateralized, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Financing Document to a Person that is not the Borrower, (iii) that constitutes “Excluded Assets” (as such term is defined in the Pledge and Security Agreement), or (Civ) if approved, authorized or ratified in writing in accordance with Section 10.01; and (b) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Financing Document to the holder of any Lien on such property that is permitted by Section 7.01(j) and Section 7.01(m). Upon request by the Administrative Agent or the Collateral Agent, through the Administrative Agent, at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate (or to direct the Collateral Agent to release or subordinate) its interest in particular types or items of property pursuant to this Section 9.10property. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, direct the Collateral Agent in writing to execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case item in accordance with the terms of the Loan Financing Documents and this Section 9.10. The Administrative Agent and the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party the Borrower in connection therewith, nor shall the Administrative any such Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Noteholders irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: (a) to take any action with respect to the Collateral which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Note Documents; (b) to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Note Document (Ai) upon termination of the Term Commitments and payment Payment in full Full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Obligations, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale Disposition permitted under each of the Note Purchase Agreements, (iii) in accordance with any provision for the release thereof provided for in the Note Documents or other disposition permitted hereunder or under any other Loan Document or this Agreement, (Civ) if approved, authorized or ratified in writing pursuant to the instructions of the Series B Administrative Holder in accordance with Section 10.01. 2.7 of this Agreement (so long as such provision applies) in connection with any Enforcement Action, or (v) subject to Section 3.4(a)(v) hereof and Section 9.01 of each of the Note Purchase Agreements, and so long as Section 3 applies, if so requested (or consented to) by the Required Noteholders; (c) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 6.02 of each of the Note Purchase Agreements; (d) to take any action to permit any Lien on any property granted to or held by the Collateral Agent under any Note Document to be equal in priority with the Liens securing the Claims to the extent permitted by Section 6.02 of each of the Note Purchase Agreements; and (e) following any such release or subordination described in the preceding clauses (b) and (c), to deliver to the Issuer or any other Person, at its expense, any Collateral so released that is then held by the Collateral Agent hereunder and to execute and deliver to the Issuer or any other Person such releases or other documents as the Issuer or such Person shall request to evidence or effectuate such release or subordination of Liens (including UCC termination statements, intercreditor agreements and collateral agency agreements). (f) Upon request by the Administrative Collateral Agent at any time, the Series B Administrative Holder (if Section 2 applies) or the Required Lenders Noteholders (if Section 3 applies) will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral4.3.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) ), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative AgentAgent and/or the Security Trustee, (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties, (b) to agree, at its option and in its discretion on behalf of the Lenders, to release any Lien on any property granted under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities which are accrued and payable under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) and the expiration or termination of all Letters of Credit and Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and/or the Security Trustee or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and/or the Security Trustee and the relevant L/C Issuer or Alternative L/C Issuer, as applicable, shall have been made), (ii) at the time the property subject to such Lien is disposed or to be disposed as part of or in connection with any Asset Disposition permitted hereunder or under any other Loan Document (other than a lease and other than to a Person that is a Loan Party), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 11.09, (v) if such property becomes an Excluded Asset, (vi) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms thereof or (vii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement; and (c) to agree, on behalf of the Lenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold permitted by Section 4.12 of Annex II to the extent required by the holder of, or pursuant to be sold or otherwise disposed the terms of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedagreement governing, authorized or ratified in writing in accordance with Section 10.01the obligations secured by such Liens. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to agree to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s Borrowers’ expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case item in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09(i) The Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank, a potential Card Related Products Bank and a potential LOC Bank) and the L/C Issuer hereby irrevocably appoints and authorizes Bank of America to act as the collateral agent (in such capacity, the “Collateral Agent”) under the Loan Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. (ii) Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank, a potential Card Related Products Bank and a potential LOC Bank) and the L/C Issuer hereby (A) consent to the terms of the Permitted Notes Intercreditor Agreement, (B) authorize the Administrative Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorize the Collateral Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Parties. (iii) Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank, a potential Card Related Products Bank and a potential LOC Bank), the L/C Issuer and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: (A) to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Permitted Notes Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) as contemplated under Section 6.14(d) or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Permitted Notes Intercreditor Agreement; (B) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); (C) subject to the Permitted Notes Intercreditor Agreement, to release any Mortgaged Property from its respective Mortgage if such Mortgaged Property is determined by the Administrative Agent to be located in accordance with a special flood hazard zone pursuant to a Standard Flood Hazard Determination; and (D) to acknowledge in writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by Section 10.017.01(t) of this Agreement; and (E) subject to the Permitted Notes Intercreditor Agreement, to include obligations in respect of Secured Bilateral Letters of Credit as “Secured Obligations” (under and as defined in the Permitted Notes Intercreditor Agreement) and/or otherwise under the Security Instruments. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting (a) 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 Required Lenders or all of the Lenders, as applicable, in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Required Lenders or all of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral Document or Loan Document which may be necessary or appropriate to perfect and maintain perfected the Liens granted pursuant to the Collateral Documents. (b) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably hereby authorize the Administrative Collateral Agent, and the Collateral Agent hereby agrees, (i) to, upon the payment in full in cash of the Obligations (other than unasserted or contingent claims) and otherwise in accordance with the terms hereof and of (and at its option and in its discretion to the times specified in) the Collateral Documents, release (x) any Lien on any property granted to or held by the Administrative Collateral Agent under upon any Loan Document (A) upon termination collateral in accordance with the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations Collateral Documents, and (y) any Guarantor from its obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as any guaranty; (ii) to which arrangements satisfactory subordinate any Lien on any collateral granted to or held by the Collateral Agent under any Collateral Document to the applicable Cash Management Bank holder of any Permitted Lien described in Section 7.1(b) and (iii) to subordinate or Hedge Bank shall have been made), (B) that is sold release any Lien on any collateral granted to or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or held by the Collateral Agent under any other Loan Collateral Document to the holder of any Permitted Lien described in Sections 7.1(i) and in each case under clause (ii) or (Ciii) if approvedabove, authorized or ratified on customary and market terms as determined by the Collateral Agent in writing in accordance with Section 10.01its reasonable discretion. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property collateral, or to release any Guarantor from any guaranty, in each case, as permitted pursuant to this Section 9.10. In each case as specified 9.2(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that any collateral exists or is owned by any Borrower or any Subsidiary thereof or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement 9.2 or to subordinate its interest in such item, in each case in accordance with the terms any of the Loan Documents Documents, it being understood and this Section 9.10. The Administrative agreed that in respect of the 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 any collateral as one of the Lenders and that the Collateral Agent shall not have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct. Neither the Collateral Agent nor any of its directors, officers, partners, managers, agents or employees shall be responsible for or have a any duty to ascertain or ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document or warranty regarding any borrowing hereunder; (ii) the existence, value performance or collectability observance of any of the Collateralcovenants or agreements specified in any Loan Document; (iii) the satisfaction of any condition specified in any Loan Document, except receipt of items required to be delivered to the existenceCollateral Agent; (iv) the validity, priority effectiveness, sufficiency or perfection genuineness of the Administrative Agent’s Lien thereon, any Loan Document or any certificate prepared by any Loan Party other instrument or writing furnished in connection therewith; (v) the existence or non-existence of any Default or Event of Default; or (vi) the financial condition of any Loan Party. Each Lender acknowledges that it has, nor independently and without reliance upon the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the Administrative Agent be responsible time, continue to make its own credit decisions in taking or liable to not taking any action under the Lenders for any failure to monitor or maintain any portion of the CollateralLoan Documents.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1 if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(d)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1014.11. In each case as specified Each Lender hereby authorizes Administrative Agent to give blockage, enforcement or other notices in this Section 9.10connection with any Subordinated Debt, including, without limitation, the Administrative Agent will, at the Borrower’s expense, execute Second Lien Debt and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgileThought Earn-out Obligations.

Collateral Matters. Without limiting (a) Except with respect to the provisions exercise of setoff rights in accordance with Section 9.0912.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of cash management services the obligations under Secured Cash Management Agreements and obligations under Secured Swap Agreements, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Credit Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Secured Cash Management Agreement or Secured Swap Agreement, as applicable, shall be deemed to have appointed the Lenders (including in its capacities Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a potential Cash Management Bank and a potential Hedge BankSecured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion to release discretion, to: (i) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.03(b) or any Transfer permitted by Section 9.10; and (ii) release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon after the termination of the Term Commitments and Commitments, the payment in full of all Finance Obligations principal and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents (other than (x) contingent indemnification or contingent reimbursement obligations and not yet known) to any Agent, the Issuing Banks or any Lender under any Loan Document, the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to other than Letters of Credit for which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall Administrative Agent and the Issuing Banks have been made), the reimbursement of all Reimbursement Obligations owing under the Loan Documents, and the payment in full or cash collateralization (or other arrangements reasonably satisfactory to the Administrative Agent) with respect to any other Obligations that are due and owing or that would become due and owing as a result of the termination of this Agreement, (B) that is, or is sold or to be sold be, sold, released or otherwise disposed of as part permitted pursuant to the terms of or in connection with any sale or other disposition permitted hereunder or under any other the Loan Document or Documents, and (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any timeMajority Lenders (or, the Required if approval, authorization or ratification by all Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted is required under the Security Agreement or to subordinate its interest first proviso in such itemSection 12.02(b), in each case in accordance with the terms of the Loan Documents and this Section 9.10. then by all Lenders). (d) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, thereon or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) ), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative AgentAgent and/or the Security Trustee, at as applicable: (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties; (b) to agree, on behalf of the Lenders, to release any Lien on any property granted under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations under Treasury Services Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit and Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and/or the Security Trustee or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and/or the Security Trustee and the relevant L/C Issuer or Alternative L/C Issuer, as applicable, shall have been made), (ii) in the event of a sale or disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) of assets included in the Collateral to a Person that is not (either before or after giving effect to such transaction) a Loan Party; provided that such sale or disposition is in compliance with the Loan Documents, or in connection with any other release of Permitted Affiliate Parent or a Restricted Subsidiary from its option obligations as a Guarantor permitted under the Loan Documents, (iii) if such Collateral is the Equity Interests of, or an asset of, a Guarantor or any of its Subsidiaries, in connection with any sale or other disposition of such Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Loan Party; provided that such sale or asset disposition is in compliance with the Loan Documents, including but not limited to Section 4.10 of Annex II, (iv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (v) if the property subject to such Lien is owned by a Guarantor or an Additional Borrower, or Equity Interests of a Guarantor or an Additional Borrower, upon resignation of such Additional Borrower or Additional Guarantor pursuant to Section 10.22, or release of such Guarantor from its obligations under its Guaranty pursuant to Section 11.09, (vi) if such property becomes an Excluded Asset, (vii) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms of the Loan Documents, (viii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement, (ix) in connection with any merger or other transaction permitted by and in its discretion compliance with Section 5.01 of Annex II, (x) with respect to any Collateral that is transferred to a Receivables Entity pursuant to a Qualified Receivables Transaction, and with respect to any Securitization Obligation that is transferred, in one or more transactions, to a Receivables Entity (as such terms are defined in Annex I), (xi) if the property constitutes Equity Interests or assets of a Subsidiary, upon the designated of such Subsidiary as an Unrestricted Subsidiary, (xii) as a result of, and in connection with, any Solvent Liquidation or (xiii) if the property subject to such Lien is a Subordinated Shareholder Loan that is the subject of a Pledge Agreement pursuant to Section 6.18; provided that, in the case of this clause (xiii), such Indebtedness shall, upon such release, not constitute a Subordinated Shareholder Loan for purposes of this Agreement until such time as each creditor in respect of any such Indebtedness enter into a Pledge Agreement pursuant to Section 6.18; and (c) to agree, on behalf of the Lenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or the Security Trustee under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold permitted by Section 4.12 of Annex II to the extent required by the holder of, or pursuant to be sold or otherwise disposed the terms of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedagreement governing, authorized or ratified in writing in accordance with Section 10.01the obligations secured by such Liens. Upon request by the Administrative Agent and/or the Security Trustee at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Security Trustee’s authority to agree to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent willand/or the Security Trustee will (and each Lender irrevocably authorizes the Administrative Agent and/or the Security Trustee, as applicable, to), at the Borrower’s Borrowers’ expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case item in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for In relation to any provision of this Agreement which requires the a Grantor or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability member of the CollateralRestricted Group to deliver a Collateral Document for the purposes of granting any Guaranty or Collateral for the benefit of the Finance Parties, the existence, priority or perfection of Security Trustee and/or the Administrative Agent’s Lien thereon, as applicable, shall execute, as soon as reasonably practicable, any such guarantee or any certificate prepared by any Loan Party Collateral Document in connection therewith, nor shall the Administrative Agent be responsible or liable agreed form which is presented to the Lenders it for any failure to monitor or maintain any portion of the Collateralexecution.

Collateral Matters. Without limiting (a) Cause (i) all Real Property interests related to the provisions Borrowing Base Properties, (ii) all personal property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Borrowers and relating to any Borrowing Base Properties (other than vehicles subject to certificates of Section 9.09, each title) and (iii) all of the Lenders Pledged Interests to, in each case, be subject at all times to first priority, perfected and, in the case of the Real Property interest in each Borrowing Base Property (including whether leased or owned), title insured Liens in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by favor of the Administrative Agent under any Loan Document (A) upon termination to secure the Obligations pursuant to the terms and conditions of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as Collateral Documents or, with respect to which arrangements satisfactory any such property acquired subsequent to the applicable Cash Management Bank or Hedge Bank Closing Date, such other additional security documents as the Administrative Agent shall have been maderequest, subject in any case only to Permitted Liens; (b) with respect to any Collateral described in the foregoing clause (a), (B) that is sold or to be sold or otherwise disposed of deliver such other documentation as part of or the Administrative Agent may request in connection with any sale or the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other disposition permitted hereunder or under any organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any timethings, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10legality, the Administrative Agent willvalidity, at the Borrower’s expense, execute binding effect and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms enforceability of the Loan Documents documentation referred to above and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereonLiens thereunder) and other items of the types required to be delivered pursuant to Section 4.01(a)(viii) or (ix), or any certificate prepared by any Loan Party all in connection therewithform, nor shall content and scope satisfactory to the Administrative Agent be responsible and (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or liable other amounts paid or incurred by the Administrative Agent to the Lenders for extent paid or incurred in connection with the filing or recording of any failure documents, agreement or instruments related to monitor or maintain the Collateral, the protection of any portion of the Collateral, its rights and interests therein or any Borrower’s underlying rights and interests therein or the enforcement of any of its other rights with respect to the Collateral; provided, that the reimbursement and indemnity obligations set forth in this clause (c) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Borrowers referenced herein or in any other Loan Document.

Collateral Matters. Without limiting the provisions Each Lender (on behalf of Section 9.09, each of the Lenders (including itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank and on behalf of any of its Affiliates that are Secured Parties) and Issuing Bank irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) irrevocably authorize the Administrative Agentand Issuing Bank hereby agrees, at its option and in its discretion to release each holder of any Lien on any property granted to or held Note by the Administrative Agent under acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any Loan Document (A) upon termination action taken by or at the direction of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements Required Lenders or the Required Facility Lenders, as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)applicable, (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders (or any Agent at the direction of the foregoing), 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 Secured Parties. The Collateral Agent is hereby authorized on behalf of all of the Lenders (in their respective capacities as Lenders and potential Hedge Banks and/or Cash Management Banks), without the necessity of any notice to or further consent from any Secured Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Collateral 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. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.109.12. In each case as specified in this Section 9.109.12, Section 7.04 and Section 10.24, the Administrative applicable Agent willwill (and each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents, or to subordinate evidence the release of such Guarantor from its interest in such itemobligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and Documents, this Section 9.109.12, Section 7.04 and Section 10.24. The Administrative Collateral Agent shall not be responsible for have no 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 a 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 ascertain the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24 or inquire into in any representation or warranty regarding of the existenceCollateral Documents, value or collectability it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the existenceCollateral Agent may act in any manner it may deem appropriate, priority or perfection in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Administrative Agent’s Lien thereon, Lenders and that the Collateral Agent shall have no duty or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable liability whatsoever to the Lenders Secured Parties, except for any failure to monitor its gross negligence or maintain any portion willful misconduct (as determined by a court of the Collateralcompetent jurisdiction in a final and non-appealable decision).

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management each Issuing Bank and a potential Hedge Bankthe Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document securing the Obligations (Ax) upon termination of the Term Commitments commitments under this Agreement and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Cash Management Bank or Hedge Issuing Bank shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Credit Documents or under any other Loan Document consented to in accordance with the terms of this Agreement, or (Cz) subject to Section 11.4, if approved, authorized or ratified in writing in accordance with by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Credit Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 10.018.2(m); and (iii) to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. Section. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Bank or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Borrower or any other Credit Party under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Bank and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Bank and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral Matters. (i) Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank) hereby (A) consents to the terms of the Intercreditor Agreement, (B) authorizes the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of the Secured Creditors. (ii) Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge LOC Bank) irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: (A) to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Intercreditor Agreement; and (B) to acknowledge in accordance with Section 10.01writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by clause (c) of the definition of “Customary Permitted Lien”. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of The Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management the Issuing Bank and a potential Hedge Bankthe Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document securing the Obligations: (A) upon termination of the Term Commitments commitments under this Agreement and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Administrative Agent and the Issuing Bank shall have been made), ; (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Credit Documents or under any other Loan Document or consented to in accordance with the terms of this Agreement; or (C) subject to Section 11.4, if approved, authorized or ratified in writing in accordance with by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Credit Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 10.018.2(m); and (iii) to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 10.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that: (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent; and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities, unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all, or any portion, of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Credit Party under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Provider and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Provider and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under this Agreement and any Loan Document other Financing Agreement (Ai) upon termination of the Term Commitments and payment if all Liabilities are Paid in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document hereunder; or (Ciii) subject to Section 12.1, if approved, authorized or ratified in writing by Required Lenders; or (b) to subordinate its interest in accordance with Section 10.01any Collateral to any holder of a Lien on such Collateral which is expressly permitted by this Agreement at any time. Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1011.10. In each case as specified in this Section 9.10, the Administrative Agent will, at and each Lender hereby appoint each other Lender as agent for the Borrowerpurpose of perfecting Administrative Agent’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such itemassets and Collateral which, in each case in accordance with the terms Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of the Loan Documents and this Section 9.10. The any such assets or Collateral, such Lender shall promptly notify Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existencethereof in writing, value or collectability of the Collateraland, the existence, priority or perfection of the promptly upon Administrative Agent’s Lien thereonwritten request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any right individually to enforce or seek to enforce this Agreement or any certificate prepared Financing Agreement or to realize upon any Collateral for the Liabilities unless instructed in writing to do so by any Loan Party in connection therewithAdministrative Agent, nor shall the it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgent.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i), 11.2(d)(iii) or 11.2(k) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting the provisions of Section 9.09(i) The Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank, a potential Card Related Products Bank and a potential LOC Bank) and the L/C Issuer hereby irrevocably appoints and authorizes Bank of America to act as the collateral agent (in such capacity, the “Collateral Agent”) under the Loan Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. (ii) Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank, a potential Card Related Products Bank and a potential LOC Bank) and the L/C Issuer hereby (A) consent to the terms of the Permitted Notes Intercreditor Agreement, (B) authorize the Administrative Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorize the Collateral Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Parties. (iii) Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank, a potential Card Related Products Bank and a potential LOC Bank), the L/C Issuer and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: (A) to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Permitted Notes Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Permitted Notes Intercreditor Agreement; (B) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); (C) subject to the Permitted Notes Intercreditor Agreement, to release any Mortgaged Property from its respective Mortgage if such Mortgaged Property is determined by the Administrative Agent to be located in accordance with a special flood hazard zone pursuant to a Standard Flood Hazard Determination; and (D) to acknowledge in writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by Section 10.017.01(t) of this Agreement; and (E) subject to the Permitted Notes Intercreditor Agreement, to include obligations in respect of Secured Bilateral Letters of Credit as “Secured Obligations” (under and as defined in the Permitted Notes Intercreditor Agreement) and/or otherwise under the Security Instruments. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (i) to release any Lien on any property Collateral granted to or held by the Administrative Agent Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Term Commitments and payment in full of all Finance Secured Obligations (other than (x1) contingent indemnification obligations and (y2) obligations and liabilities under Secured Cash Management Agreements and or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.0111.02; and (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien. The foregoing shall be deemed to include the authorization of the Administrative Agent to direct the Mortgage Trustee to take such actions pursuant to the First Preferred Ship Mortgages and the Assignments of Insurances. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate (or instruct the Mortgage Trustee to release or subordinate) its interest in particular types or items of property Property pursuant to this Section 9.1010.09. In each case as specified in this Section 9.1010.09, the Administrative Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.09. In the case of any such sale, transfer or disposal of any Property constituting Collateral in a transaction constituting a Disposition permitted pursuant to Section 8.06, the Liens created by any of the Collateral Documents on such Property shall be automatically released without need for further action by any Person. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting The Lenders and the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) Fronting Banks irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (a) (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration, cancellation or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent, the L/C Issuers and the Fronting Banks shall have been made) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Credit Document, (Aii) upon termination of the Term Tranche A Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as Tranche A L/C Obligations, to which arrangements satisfactory to release the applicable Cash Management Bank or Hedge Bank shall have been made)Lien on any Collateral securing the Tranche A L/C Obligations, (Biii) upon termination of the Tranche B Commitments and payment in full of all Tranche B Obligations, to release any Cash Collateral securing the Tranche B Obligations, (iv) to release any Lien on Collateral that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Credit Document, or (Cv) to release any Lien on Collateral as approved pursuant to Section 10.01(g); and (b) to release any Designated Subsidiary Borrower from its obligations under this Credit Agreement and any other Credit Document and release any Collateral provided by such Designated Borrower if approved, authorized or ratified in writing in accordance with Section 10.01such Person ceases to be a Designated Subsidiary Borrower. Upon request by the Administrative Agent at any time, the Required applicable Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Banka) irrevocably authorize Each Lender authorizes the Administrative Agent, at its option and in its discretion Agent to release any Lien on any property collateral granted to or held by the Administrative Agent under any Loan Document (A) upon termination Agent, for the benefit of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities Secured Parties, under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank this Agreement or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Transaction Document including, without limitation, the Collateral and Pledged Equity (i) as provided in Section 2.11 or (Cii) if approved, authorized or ratified in writing in accordance with Section 10.0111.01. Upon request by the Administrative Agent at any time, the Required Majority Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant and the Administrative Agent is entitled to this Section 9.10refrain from taking any such action until it receives such written confirmation from the Majority Lenders. In each case as specified in this Section 9.107.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower Portfolio Asset Servicer such documents as the Borrower Portfolio Asset Servicer may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security this Agreement or to subordinate its interest in such item, in each case the other Transaction Documents in accordance with the terms of the Loan Transaction Documents and this Section 9.10. 7.09. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party the Borrower or the Portfolio Asset Servicer in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralCollateral or the Lien thereon. (c) It is understood and agreed that the Administrative Agent (i) shall have no responsibility with respect to the determination of whether any Pledged Equity is certificated or uncertificated and (ii) the Administrative Agent shall only be responsible for holding Pledged Equity to the extent actually received. (d) The Administrative Agent shall not have any duty to monitor any UCC financing statements filed by the Initial Lender or any other Person in connection with this Agreement. The Administrative Agent shall not have any duty to see to, or be responsible for the correctness or accuracy of, any recording, filing or depositing of this Agreement or any agreement referred to herein, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refilling or re-depositing of any thereof.

Collateral Matters. Without limiting the provisions of Section 9.09, each (a) Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with the terms of Section 10.0110.21. Upon request by the Administrative Collateral Agent at any time, the Required Lenders lxxxix will confirm in writing the Administrative Collateral Agent’s authority to release its Liens in accordance with this Section 9.12. (b) Each of the Lenders irrevocably authorize the Collateral Agent and/or the Administrative Agent, at its option and in its discretion, to enter into any amendment, amendment and restatement, modification, supplement or subordinate its waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in particular types any Collateral or items additional property to become Collateral for the benefit of property pursuant the Secured Parties, and to this Section 9.10. In each case as specified in this Section 9.10, give effect to any intercreditor agreement reasonably satisfactory to the Collateral Agent or Administrative Agent willassociated therewith, at the Borrower’s expenseor as required by local law to give effect to, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and or protect, any security interest granted under for the Security benefit of the Secured Parties in any property or so that the security interests therein comply with applicable law or this Agreement or to subordinate its interest in such item, in each case in accordance with to otherwise enhance the terms rights or benefits of the any Lender under any Loan Documents and this Section 9.10. Document. (c) The Administrative Agent and/or the Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party the Borrower in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) ), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative AgentAgent and/or the Security Trustee, (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties, (b) to agree, at its option and in its discretion on behalf of the Lenders, to release any Lien on any property granted under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities which are accrued and payable under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) and the expiration or termination of all Letters of Credit and Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and/or the Security Trustee or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and/or the Security Trustee and the relevant L/C Issuer or Alternative L/C Issuer, as applicable, shall have been made), (ii) at the time the property subject to such Lien is disposed or to be disposed as part of or in connection with any Asset Disposition permitted hereunder or under any other Loan Document (other than a lease and other than to a Person that is a Loan Party), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 11.09, (v) if such property becomes an Excluded Asset, (vi) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms thereof or (vii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement; and (c) to agree, on behalf of the Lenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold permitted by Section 4.12 of Annex II to the extent required by the holder of, or pursuant to be sold or otherwise disposed the terms of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedagreement governing, authorized or ratified in writing in accordance with Section 10.01the obligations secured by such Liens. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to agree to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent willwill (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case item in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting The Lenders irrevocably agree: (a) that the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion Collateral Agent is authorized to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document Document, (Ai) upon termination of at the Term Commitments and payment in full of all Finance Obligations time the property subject to such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory but solely to the applicable Cash Management Bank extent such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral) or Hedge Bank shall have been made)sold, (B) that is sold or to be sold leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any sale Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to release such Lien on such asset in connection with the transfer so long as (w) except as permitted by Section 6.06(q) or other disposition permitted hereunder Section 6.06(s), the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or any other Loan Document or Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (Cii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm (or such other number of Lenders whose consent is required under Section 11.02), (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09(a), (b) and (c), (iv) upon termination of all Commitments and the repayment in writing full of all outstanding principal and accrued interest with respect to the Administrative Loans, all Fees and other Obligations, (v) in connection with the grant of Liens permitted hereunder under Section 6.02(k) and subject to the Intercreditor Agreement, if the applicable Loan Party grants a Lien to the Collateral Agent or for the benefit of the Collateral Agent in a manner reasonably satisfactory to the Collateral Agent’s authority , substantially 1117312.02-CHISR02A - MSW concurrently with the release of such asset, to the extent such release or termination and re-grant is necessary or advisable under applicable law, and (vi) to the extent such property is Excluded Property. (b) to release or subordinate its interest in particular types any Lien on any property granted to or items held by the Collateral Agent under any Loan Document to the holder of any Lien on such property pursuant that is permitted by Section 6.02(i), to this Section 9.10. In each case as specified in this Section 9.10, the Administrative extent required by the terms of the obligations secured by such Liens; Each Lender irrevocably authorizes the Collateral Agent willto, at the each Co-Borrower’s expense, execute and deliver documents to the Borrower such documents as the Borrower may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Security Agreement or to subordinate its interest in such itemDocuments, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.29.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) hereby irrevocably authorize the Administrative Agent, at its option and in its discretion Collateral Agent to (1) release any Lien on any property granted to or held by the Administrative Collateral Agent under upon any Collateral (i) in accordance with the express terms of the Loan Document Documents; (Aii) upon termination of the Term all Commitments and payment in full and satisfaction of all Finance Term Loans and all other Obligations in accordance with the terms hereof; or (other than iii) (x) contingent indemnification obligations constituting property being sold or disposed of in the ordinary course of any Loan Party’s business and otherwise in compliance with the terms of this Agreement and the other Loan Documents; (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to constituting property in which arrangements satisfactory to the applicable Cash Management Bank Loan Parties owned no interest at the time the Lien was granted or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with at any sale or other disposition permitted hereunder or under any other Loan Document time thereafter; or (Cz) if approved, authorized or ratified in writing in accordance with Section 10.01by the Lenders or (2) subordinate any Lien on any property granted to or sold by the Collateral Agent to the holder of any Lien on property that is permitted to be subordinated pursuant to the definition of “Permitted Liens”. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will shall confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Agreement. Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 9.10. In 10.08(b)), each case as specified Lender agrees to confirm in this Section 9.10writing, upon request by the Collateral Agent, the Administrative authority to release or subordinate Collateral conferred upon the Collateral Agent willunder Section 10.08(b). Upon receipt by the Collateral Agent of confirmation from the Required Lenders (or all Lenders KL2 3287103.6 ​ if applicable) of its authority to release or subordinate any particular item or types of Collateral, at and upon prior written request by any Loan Party, the Borrower’s expense, Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Agents and the Lenders upon such item Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral from retained by any Loan Party. Anything contained in any of the assignment Loan Documents to the contrary notwithstanding, the Loan Parties, each Agent and security interest granted each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Security Agreement or to subordinate its interest in such item, in each case Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 363 of the Bankruptcy Code), to use and apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Documents Parties or is cared for, protected or insured or has been encumbered or that the Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.10. The Administrative Agent shall not be responsible for 10.08 or have a duty to ascertain or inquire into in any representation or warranty regarding the existenceother Loan Document, value or collectability it being understood and agreed that in respect of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by act, omission or event related thereto, the Collateral Agent may act in any Loan Party manner it may deem appropriate, in connection therewithits sole discretion, nor and that the Collateral Agent shall the Administrative Agent be responsible have no duty or liable liability whatsoever to the Lenders for any failure to monitor or maintain any portion of the Collateral.other Lender, except as otherwise provided herein. KL2 3287103.6 ​

Collateral Matters. Without limiting (a) Administrative Agent may, at its option, from time to time, at any time on or after an Event of Default and for so long as the provisions of Section 9.09, each of the same is continuing or upon any other failure of (b) Lenders (including any Lender in its capacities capacity as a potential counterparty to a Hedging Agreement or provider of Bank Products and Cash Management Bank and a potential Hedge BankServices) hereby irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion to release any Lien on security interest in, mortgage or lien upon, any property granted to or held by of the Administrative Agent under any Loan Document Collateral (Ai) upon termination of the Term Commitments and payment in full and satisfaction of all Finance of the Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory delivery of cash collateral to the applicable Cash Management Bank extent required under Section 13.1 below, or Hedge Bank shall have been made(ii) constituting property being sold or disposed of if Borrower certifies to Collateral Agent that the sale or disposition is made in compliance with Section 9.7 or 9.16 hereof (and Collateral Agent may rely conclusively on any such certificate, without further inquiry), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (Ciii) constituting property in which Borrower or any Obligor did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) if approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative applicable Lenders pursuant to Section 11.3 hereof. Except as provided above, Collateral Agent at will not release any timesecurity interest in, mortgage or lien upon, any of the Required Collateral without the prior written authorization of the applicable Lenders will confirm in writing the Administrative pursuant to Section 11.3 hereof. (c) Without any manner limiting Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (including any Lender in its capacity as a counterparty to a Hedging Agreement or provider of Bank Products and Cash Management Services), each Lender (including any Lender in its capacity as a counterparty to a Hedging Agreement or provider of Bank Products and Cash Management Services) agrees to confirm in writing, upon request by Collateral Agent, the authority to release or subordinate its interest in particular types or items of property pursuant to Collateral conferred upon Collateral Agent under this Section 9.10and in Section 11.3(d) hereof. In each case as specified in this Section 9.10, the Administrative Collateral Agent will, at the Borrower’s expense, shall (and is hereby irrevocably authorized by Lenders to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of the security interest, mortgage or liens granted to Collateral Agent upon any Collateral to the extent set forth above and in Section 11.3(d) hereof; provided, that, (i) Collateral Agent shall not be required to execute any such item document on terms which, in either Agent’s opinion, would expose Collateral Agent to liability or create any obligations or entail any consequence other than the release of such security interest, mortgage or liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any security interest, mortgage or lien upon (or obligations of Borrower or any Obligor in respect of) the Collateral retained by Borrower or such Obligor. (d) No Agent shall have any obligation whatsoever to any Lender (including any Lender in its capacity as a counterparty to a Hedging Agreement or provider of Bank Products and Cash Management Services) or any other Person to investigate, confirm or assure that the Collateral exists or is owned by Borrower or any Obligor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral from meet the assignment eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder, or whether any particular reserves are appropriate, or that the liens and security interest interests granted to Collateral Agent pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Security rights, authorities and powers granted or available to Collateral Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to subordinate the prior consent of Administrative Agent, Collateral Agent may act in any manner it may deem appropriate, in its discretion, given Collateral Agent’s own interest in such itemthe Collateral as a Lender and that, in each case subject to acting in accordance with the terms consent of the Loan Documents and this Section 9.10. The Administrative Agent, Collateral Agent shall not be responsible for have no duty or have a duty liability whatsoever to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralother Lender.

Collateral Matters. Without limiting the provisions (a) The Collateral Trustee is authorized on behalf of Section 9.09, each all 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 (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative AgentCollateral Trustee, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under Collateral Trustee on behalf of the Lenders upon any Loan Document Collateral (Ai) upon termination of the Term Commitments and payment in full of all Finance Revolving Credit Loans and all other Obligations known to the Collateral Trustee and payable under this Agreement or any other Loan Document (other than (x) contingent except indemnification obligations for which no claim has been made and of which no Responsible Person of the Borrower has Actual Knowledge); (yii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale disposition permitted hereunder; (iii) constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower 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 to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other disposition permitted hereunder or under any other Loan Document debt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) if approved, authorized or ratified in writing in accordance with Section 10.01by all of the Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative AgentCollateral Trustee’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in 10.10; provided that, the absence of any such confirmation for whatever reason shall not affect the Collateral Trustee’s rights under this Section 9.10, 10.10. (c) The Collateral Trustee may execute any of its duties under this Agreement and the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the other Loan Documents by or through agents or attorneys in fact and this Section 9.10shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent Collateral Trustee shall not be responsible for the negligence or have a duty to ascertain misconduct of any agents or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared attorneys in fact selected by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralit with reasonable care.

Collateral Matters. Without limiting the provisions (a) The Collateral Agent is authorized on behalf of Section 9.09, each all 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 (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Term Commitments Maximum Amount, the expiration or termination of all Letters of Credit and the payment in full of all Finance Loans and all other Obligations known to the Administrative Agent and payable under this Agreement or any other Loan Document (other than (x) contingent except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge); (yii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed Disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document hereunder; or (Ciii) if approved, authorized or ratified in writing by all or the requisite number of the Lenders as set forth in accordance with Section 10.0111.1. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in 10.10; provided that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent's rights under this Section 9.10, 10.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the other Loan Documents by or through agents or attorneys in fact and this Section 9.10shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Collateral Agent shall not be responsible for the negligence or have a duty misconduct of any agents or attorneys in fact selected by it with reasonable care. (d) The Collateral Agent and the Issuing Lenders shall be entitled to ascertain or inquire into any representation or warranty regarding the existenceall rights, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall indemnities and limitations on liability under this Section 10 available to the Administrative Agent be responsible or liable to the Lenders for any failure same extent as if each reference to monitor or maintain any portion of the CollateralAdministrative Agent in this Section 10 were a reference to the Collateral Agent and the Issuing Lenders.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Lender Parties irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion, (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) at the time the property that is subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to clause (c) or (d) below or pursuant to or to the extent required under the Intercreditor Agreement; (b) (i) to subordinate any Lien on any property granted to or held by Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under Section 7.02(i) or pursuant to or to the extent required under the Intercreditor Agreement and (ii) that the Collateral Agent is authorized to release or subordinate any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (A) upon termination in accordance with the terms of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations Security Agreement; and (yc) to release any Borrower or any Subsidiary from its obligations under the Loan Documents (and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank all Liens granted by such Borrower or Hedge Bank shall have been made), (BSubsidiary) that is sold or if such Person ceases to be sold a Borrower or otherwise disposed a Subsidiary as a result of as part of or in connection with any sale or other disposition a transaction permitted hereunder or to the extent such release is pursuant to or required under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 10.01the Intercreditor Agreement. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, each Lender irrevocably authorizes the Administrative Collateral Agent willto, at the Borrower’s expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Agreement Instruments, or to subordinate evidence the release of such Guarantor from its interest in such itemobligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to (i) release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Obligations, and, to the applicable Cash Management extent required by Agent in its sole discretion, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Rate Contract Obligations and all obligations, liabilities and indebtedness in respect of Bank Products in each case secured, in whole or Hedge Bank shall have been made)in part, by any Collateral, or (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under any Loan Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Loan Documents), (ii) release any Guarantor from its obligations under the Loan Documents (A) upon payment in full of all Obligations, and, to the extent required by Agent in its sole discretion, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Rate Contract Obligations and all obligations, liabilities and indebtedness in respect of Bank Products in each case secured, in whole or in part, by any Collateral, or (B) upon such Guarantor ceasing to be a Subsidiary pursuant to a transaction permitted hereunder by this Agreement (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition being made in full compliance with the provisions of the Loan Documents), and (iii) release or subordinate any Lien granted to or held by Agent under any other Loan Collateral Document or constituting property described in Section 5.7(b) (C) if approved, authorized or ratified it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the identification of any property described in writing in accordance with Section 10.015.7(b)). Upon request by the Administrative Agent at any time, the Required Lenders Xxxxxxx will confirm in writing the Administrative Agent’s authority to release or and/or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.9.

Collateral Matters. Without limiting (a) The Collateral Agent is authorized on behalf of all the provisions Banks, without the necessity of Section 9.09any notice to or further consent from the Banks, each from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain a perfected security interest in and Liens upon the Collateral granted pursuant to the Loan Documents, such as but not limited to execution of the Lenders Collateral Documents on behalf of the Banks. This authorization shall include the right to xxxxx xxxxxx of attorney to the Collateral Agent's representatives and advisors. (including in its capacities as a potential Cash Management Bank and a potential Hedge Bankb) The Banks irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Term Commitments Revolving Credit Aggregate Commitment and payment in full of all Finance Obligations Indebtedness payable under this Agreement and under any other Loan Document; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale disposition expressly permitted hereunder; (iii) constituting property in which a Loan Party owned no interest at the time the Lien was granted or other disposition permitted hereunder at any time thereafter; (iv) constituting property that has been damaged, become obsolete, worn out or under any other Loan Document is no longer useful or useable in the conduct of Company's or a Subsidiary's business or that has become subject to an eminent domain action; or (Cv) if approved, authorized or ratified in writing by the Majority Banks, or all the Banks, as the case may be, as provided in accordance with Section 10.0113.10. Upon request by the Administrative Collateral Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.1012.11(b). (c) The Banks hereby consent and agree that Collateral Agent shall not file any security agreements relating to any intellectual property owned by the Company or any of its Subsidiaries with the United States Patent and Trademark Office or the United States Copyright Office unless a Default or Event of Default has occurred and is continuing. In each case as specified in this Section 9.10Following the occurrence and during the continuance of such a Default or Event of Default, Collateral Agent may, at its option or upon the direction of the Administrative Agent willor the Majority Banks, at make such filings as shall be deemed reasonably necessary or advisable to perfect its Lien on the Borrower’s expense, execute intellectual property of the Company and deliver of the Subsidiaries which are party to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralAgreement.

Collateral Matters. Without limiting The Lenders irrevocably agree: (a) that the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion Collateral Agent is authorized to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document Document, (Ai) upon termination of at the Term Commitments and payment in full of all Finance Obligations time the property subject to such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory but solely to the applicable Cash Management Bank extent such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral) or Hedge Bank shall have been made)sold, (B) that is sold or to be sold leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any sale Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to release such Lien on such asset in connection with the transfer so long as (w) except as permitted by Section 6.06(q) or other disposition permitted hereunder Section 6.06(s), the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or on behalf of the holders of Indebtedness under the 1060441.101066947.03-CHISR01A - MSW Revolving Credit Loan Documents or any other Loan Document or Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (Cii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm (or such other number of Lenders whose consent is required under Section 11.02), (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09(a), (b) and (c), (iv) upon termination of all Commitments and the repayment in writing full of all outstanding principal and accrued interest with respect to the Administrative Loans, all Fees and other Obligations, (v) in connection with the grant of Liens permitted hereunder under Section 6.02(k) and subject to the Intercreditor Agreement, if the applicable Loan Party grants a Lien to the Collateral Agent or for the benefit of the Collateral Agent in a manner reasonably satisfactory to the Collateral Agent’s authority , substantially concurrently with the release of such asset, to the extent such release or termination and re-grant is necessary or advisable under applicable law, and (vi) to the extent such property is Excluded Property (b) to release or subordinate its interest in particular types any Lien on any property granted to or items held by the Collateral Agent under any Loan Document to the holder of any Lien on such property pursuant that is permitted by Section 6.02(i), to the extent required by the terms of the obligations secured by such Liens; and (c) Notwithstanding any other provision of this Section 9.10. In each case as specified in this Section 9.10Agreement or any other Loan Document to the contrary, the Administrative Agent willmay in its discretion, and shall at the direction of the Required Lenders, release any or all of the Mortgaged Properties located in the United States from the applicable Mortgages if the Administrative Agent has, or the Required Lenders have, reasonably determined that being secured by any such Mortgaged Properties or holding any of such Mortgages could be detrimental to the Administrative Agent or the Lenders, and so long as the Administrative Agent shall have given the Designated Company written notice at least 5 days prior to any such release; provided, however, the Administrative Agent shall not be required to give any such prior notice to the Designated Company if the Administrative Agent, in its discretion, has determined that delay of such release would be detrimental to the Administrative Agent or the Lenders. Each Lender irrevocably authorizes the Collateral Agent to, at the each Co-Borrower’s expense, execute and deliver documents to the Borrower such documents as the Borrower may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Security Agreement or to subordinate its interest in such itemDocuments, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.29.

Collateral Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the L/C Issuers and the Swing Line Lender hereby (A) consents to the terms of the Intercreditor Agreement, (B) authorizes the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of the Secured Creditors. Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge LOC Bank) ), the L/C Issuers and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Intercreditor Agreement; and to acknowledge in accordance with Section 10.01writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by clause (c) of the definition of “Customary Permitted Lien”. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of 134 90295627_3 The Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09(i) The Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge Card Related Products Bank) and the L/C Issuer hereby irrevocably appoints and authorizes Bank of America to act as the collateral agent (in such capacity, the “Collateral Agent”) under the Loan Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. (ii) Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Card Related Products Bank) and the L/C Issuer hereby (A) consent to the terms of the Permitted Notes Intercreditor Agreement, (B) authorize the Administrative Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorize the Collateral Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Parties. (iii) Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Card Related Products Bank), the L/C Issuer and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: (A) to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Permitted Notes Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) as contemplated under Section 6.14(d) or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Permitted Notes Intercreditor Agreement; (B) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and (C) to acknowledge in accordance with writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by Section 10.017.01(t) of this Agreement. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting (a) The Administrative Agent is hereby authorized by each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), without the provisions necessity of Section 9.09any notice to or further consent from any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products), each and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents. (b) Each of the Lenders (including in on its capacities as own behalf and on behalf of any Affiliate of such Lender that is party to a potential Cash Management Lender Rate Contract or providing Lender Bank and a potential Hedge BankProducts) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination of the Term Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment in full of all Finance Loans and all other Obligations (other than (x) contingent indemnification obligations and (y) obligations Obligations in respect of Lender Rate Contracts and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Lender Bank Products except to the extent the Administrative Agent has received prior written notice from the applicable Cash Management Lender (or Affiliate thereof) of any such Lender Rate Contract or the existence of such Obligations in respect of Lender Bank or Hedge Bank shall have been madeProducts); (ii) constituting property of the Loan Parties which is sold, (B) that is sold or to be sold transferred or otherwise disposed of as part of or in connection with any sale transaction not prohibited by this Agreement or other disposition permitted hereunder the Credit Documents; (iii) constituting property leased to the Loan Parties under an operating lease which has expired or under any other been terminated in a transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Loan Document Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (Cv) if approved, authorized approved or ratified in writing in accordance with consented to by those of the Lenders required by Section 10.018.04. Upon request by the Administrative Agent at any timeAgent, the Required Lenders will (and will cause their Affiliates that are party to Lender Rate Contracts or have provided Lender Bank Products to) confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. 7.07. (c) In each case addition, so long as specified no Event of Default has occurred and is continuing, upon written request therefore from the Borrower (together with documentation evidencing the need therefore (in this Section 9.10form and substance reasonably acceptable the Administrative Agent)) the Administrative Agent, at its option and in its discretion, may pay (and execute and deliver such documents, instruments and agreements as the Administrative Agent will, at the Borrower’s expense, execute and deliver may deem necessary to pay) to the Borrower any insurance or condemnation proceeds to the extent such documents as proceeds were received in respect of any event resulting in damage, destruction or condemnation of any individual item of property leased by a Loan Party in an amount equal to the Borrower may reasonably request lesser of (i) the amount of such insurance or condemnation proceeds received in respect of such damage, destruction or condemnation of such individual item of property and (ii) the amount of such insurance or condemnation proceeds required to evidence be paid over to the release of Person (other than a Loan Party) that leased such item of Collateral from property to the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any applicable Loan Party in connection therewithrespect of such damage, nor shall destruction or condemnation of such individual item of property. The Lenders irrevocably authorize the Administrative Agent to do the foregoing so long as the Administrative Agent has not received or issued a written notice of an Event of Default. (d) Unless all the Lenders otherwise consent in writing, any and all cash collateral for the Obligations shall be responsible or liable released to the Lenders for Borrower, to the extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been terminated (ii) all Obligations have been paid in full and are no longer outstanding, including, without limitation, any failure to monitor L/C Obligations or maintain any portion of the Collateralother contingent obligations.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the The Lenders (including in its capacities as a potential Cash Swap Provider and potential(a) Treasury Management Bank and a potential Hedge Bank) and the Issuing Bank irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit(i) Document securing the Obligations (Ax) upon termination of the Term Commitments commitments under this Agreement and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Administrative Agent and the Issuing Bank shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Credit Documents or under any other Loan Document consented to in accordance with the terms of this Agreement, or (Cz) subject to Section 11.4, if approved, authorized or ratified in writing in accordance with by the Required Lenders; to subordinate any Lien on any property granted to or held under any Credit(ii) Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 10.018.2(c); and to release any Guarantor from its obligations under this Agreement and the other(iii) Credit Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10Section. In each case as specified in this Section 9.10, Neither the Administrative Agent will, at nor the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or or(b) have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.. Anything contained in any of the Credit Documents to the contrary notwithstanding, each(c) of the Credit Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the respective Agents, on behalf of the Secured Parties, in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such 116 130164155_5 142964982_4

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each L/C Issuer irrevocably authorize the Administrative Agent, Agent at its option and in its discretion discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Commitments and payment in full Full Payment of all Finance Obligations (other than (xA) contingent indemnification obligations and (yB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and each applicable L/C Issuer shall have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or upon any applicable Borrower being released from its Obligations hereunder, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(a); (c) to release any Subsidiary of the Parent from its Obligations hereunder if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or otherwise ceases to be a Borrower as expressly permitted hereunder; and (d) to enter into any agreements, including customary junior lien intercreditor agreements, in accordance with Section 7.03(j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release a Borrower or its property from its obligations hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s Borrowers’ expense, execute and deliver to the applicable Borrower such documents as the such Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Documents or to subordinate its interest in such item, or to release such Borrower from its obligations under the Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting The Lenders irrevocably agree: (a) that the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion Collateral Agent is authorized to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document Document, (Ai) upon termination of at the Term Commitments and payment in full of all Finance Obligations time the property subject to such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory but solely to the applicable Cash Management Bank extent such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral) or Hedge Bank shall have been made)sold, (B) that is sold or to be sold leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any sale Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to release such Lien on such asset in connection with the transfer so long as (w) the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or other disposition permitted hereunder on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or under any other Loan Document or Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (Cii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm (or such other number of Lenders whose consent is required under Section 11.02), (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09 or (iv) upon termination of all Commitments and the repayment in writing full of all outstanding principal and accrued interest with respect to the Administrative Agent’s authority Loans, all Fees and other Obligations; and (b) to release or subordinate its interest in particular types any Lien on any property granted to or items held by the Collateral Agent under any Loan Document to the holder of any Lien on such property pursuant that is permitted by Section 6.02(i), to this Section 9.10. In each case as specified in this Section 9.10, the Administrative extent required by the terms of the obligations secured by such Liens; Each Lender irrevocably authorizes the Collateral Agent willto, at the Borrower’s 's expense, execute and deliver documents to the Borrower such documents as the Borrower may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Security Agreement or to subordinate its interest in such itemDocuments, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.29.

Collateral Matters. Without limiting the provisions of Section 9.09, each (a) Each of the Lenders (including in its capacities as a potential Cash Management Bank hereby acknowledges and a potential Hedge Bank) irrevocably authorize agrees that Liens upon the Administrative Agent, at its option and in its discretion to release any Lien on any property Collateral granted to or held by the Administrative Agent or the Collateral Trustee under any Loan Document will be released: (Ai) in whole, upon termination of the Term Revolving Loan Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit; (yii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) any Collateral that is sold sold, transferred or otherwise disposed of, or to be sold sold, transferred or otherwise disposed of of, as part of any sale, transfer or other disposition, or proposed sale, transfer or other disposition permitted under Sections 8.2.9 or 8.2.10 (exclusive of any transfer (whether by means of merger or otherwise) to any Subsidiary of the Borrower permitted under Sections 8.2.9 or 8.2.10; provided, however, that if any Pledged Power Project is transferred from the Borrower to a Subsidiary that is a Pledged Entity or a Subsidiary of a Pledged Entity, the Lien created by the applicable Security Document thereon shall be so released); (iii) in connection with any sale abandonment, forfeiture, surrender or release of oil and gas assets permitted under the Deeds of Trust; (iv) as to any Excluded Assets; and (v) to the extent permitted by Section 11.1(f). (b) Each Lender hereby authorizes the Agent to act under the Collateral Trust Agreement to release the Collateral Trustee's Lien on applicable Collateral to the extent set forth in clause (a) above. (c) Each Lender hereby authorizes and directs the Agent to transfer to the Collateral Trustee all Liens and security interests held by the Agent under the 2002 Credit Agreement, including the Agent's interest as beneficiary or mortgagee under the Existing Deeds of Trust, its interest as secured party under related financing statements and all rights, powers, duties and obligations under the Existing Deeds of Trust necessary or helpful in the exercise of the Collateral Trustee's duties and obligations under the Collateral Trust Agreement. (d) The Borrower agrees that, in the case of any Lien to be released in connection with a proposed sale, transfer or other disposition permitted hereunder pursuant to clause (a)(ii) above, (i) such release will only become effective in connection with a Permitted Sale, (ii) no Lien on such property has or under will be granted to any other Loan Document or Person other than the Collateral Trustee (C) if approvedfor the benefit of, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any timeamong others, the Required Lenders will confirm hereunder) during the period between the date of such release and the date of the consummation of the Permitted Sale and (iii) in writing the Administrative Agent’s authority event that the consummation of the Permitted Sale does not take place (or a definitive binding agreement with respect to release or subordinate its interest in particular types or items such Permitted Sale is not entered into) with 60 days of property pursuant to this Section 9.10. In each case as specified in this Section 9.10such release, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms Lien of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible Collateral Trustee (for or have a duty to ascertain or inquire into any representation or warranty regarding the existencebenefit of, value or collectability of the Collateralamong others, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent Lenders hereunder) on such property will immediately and automatically be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralreinstated.

Collateral Matters. Without limiting (a) Each Lender hereby irrevocably authorizes and directs the provisions Agent to enter into the Loan Documents for the benefit of Section 9.09such Lender. The Agent is hereby authorized on behalf of all of Lenders, each 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 Loan Documents which may be necessary to perfect and maintain perfected the Lenders Liens upon the Collateral granted pursuant to the Loan Documents. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge BankSwap Contract Counterparty with respect to Lender Hedging Obligations) hereby irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Commitments Revolving Commitment and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeobligations), (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale permitted or other disposition permitted provided for hereunder (including under Section 3.7) or under any other Loan Document or Document, (Ciii) subject to Section 12.16, if approved, authorized or ratified in writing by the Requisite Lenders, (iv) in accordance connection with Section 10.01any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default or (v) to the extent such property constitutes Excluded Asset; and (ii) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Required Lenders each Lender will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.1013.9. (b) Subject to (ii) above, the Administrative Agent willshall (and is hereby irrevocably authorized by each Lender), at the Borrower’s expense, to execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms subordination of the Loan Documents Liens granted to the Agent for the benefit of the Agent and this Section 9.10. The Administrative Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Agent shall not be responsible for required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to or have a duty to ascertain create any liability or inquire into entail any representation consequence other than the release or subordination of such Liens without recourse or warranty regarding and (ii) such release or subordination shall not in any manner discharge, affect or impair the existenceObligations or any Liens upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, value including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or collectability transfer of Collateral, or any foreclosure with respect to any of the Collateral, the existenceAgent shall be authorized to deduct all expenses reasonably incurred by the Agent from the proceeds of any such sale, priority transfer or perfection foreclosure. (c) The Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by the Borrower any other Person or is cared for, protected or insured or that the Liens granted to the Agent herein or in any of the Administrative Agent’s Lien thereonLoan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 13.9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any certificate prepared by act, omission or event related thereto, the Agent may act in any Loan Party manner it may deem appropriate, in connection therewithits sole discretion, nor given the Agent's own interest in the Collateral as one of the Lenders and that the Agent shall the Administrative Agent be responsible have no duty or liable liability whatsoever to the Lenders Lenders. (d) Each Lender hereby appoints each other Lender as the Agent for any failure to monitor or maintain any portion the purpose of perfecting Lenders' security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent's request therefor shall deliver such Collateral to the Agent or in accordance with the Agent's instructions.

Collateral Matters. Without limiting the provisions of Section 9.09(a) Each Lending Party hereby, each of the Lenders (including in its capacities as a potential Cash Management Bank irrevocably authorizes and a potential Hedge Bank) irrevocably authorize the directs Administrative Agent: (i) to enter into the Collateral Documents for the benefit of such Person; (ii) without the necessity of any notice to or further consent from any such Person from time to time prior to an Event of Default, at its option to take any action with respect to any Collateral or Collateral Documents that may be necessary to perfect and in its discretion maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents; (iii) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document Document: (A) upon termination of the Term Aggregate Revolving Credit Commitments and payment in full of all Finance Obligations (other than (x) unasserted contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeobligations), ; (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document or Document; (C) subject to Section 10.01, if approved, authorized or ratified in writing by Required Lenders; or (D) in accordance connection with Section 10.01any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (iv) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Required Lenders each Lending Party will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this 9.11. (b) Subject to Section 9.109.11(a)(iii) and Section 9.11(a)(iv), the Administrative Agent will, at the Borrower’s expense, shall (and is hereby irrevocably authorized by each Lending Party to) execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release or subordination of such item of Collateral from Liens granted to Administrative Agent herein or pursuant hereto upon the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The applicable Collateral; provided that: (i) Administrative Agent shall not be responsible for required to execute any such document on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to or have a duty create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty; and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to ascertain constitute part of the Collateral. In the event of any sale or inquire into transfer of Collateral, or any representation or warranty regarding the existence, value or collectability foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the existenceproceeds of any such sale, priority transfer or perfection foreclosure. (c) Administrative Agent shall have no obligation whatsoever to any Lending Party or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise 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 Administrative Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s Lien thereonown interest in the Collateral as one of the Lenders, as Swing Line Lender and as L/C Issuer. (d) Each Lending Party hereby appoints each other such Person as agent for the purpose of perfecting Administrative Agent’s or such Person’s security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the Uniform Commercial Code, can be perfected only by possession. Should any certificate prepared by such Person (other than Administrative Agent), in its capacity as a Lending Party hereunder, obtain possession of any Loan Party in connection therewithsuch Collateral, nor such Person shall the notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor, shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions. For the avoidance of doubt, IBM Credit LLC shall be responsible or liable permitted to exercise all of the remedies set forth in and pursuant to the Lenders for any failure to monitor or maintain any portion terms of the CollateralIBM Credit Agreement as it relates to the Collateral described therein notwithstanding the terms of this Section 9.11(d).

Collateral Matters. Without limiting The Lenders and the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) LC Issuer irrevocably authorize the Administrative AgentAgent to, and the Administrative Agent shall, at its option and in its discretion to the request of the Borrower Representative: (a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Revolving Commitments and LC Commitment and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeobligations), (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or Document, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (iv) owned by a Borrower upon release of such Borrower from its obligations under this Agreement pursuant to clause (c) below; (b) release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.02(d); and (c) release any Borrower (other than Holdings) from its obligations under this Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Borrower continues to be a guarantor in accordance respect of any other Indebtedness of a Borrower unless and until such Borrower is (or is being simultaneously) released from its guaranty with Section 10.01respect to such other Indebtedness. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s ’s, as the case may be, authority to release or subordinate its interest in particular types or items of property property, or to release any Borrower from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expenseBorrowers expense and provided that the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with the provisions of this Agreement described above, execute and deliver to the applicable Borrower such documents as the such Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents, or to subordinate release such Borrower from its interest in such itemobligations under this Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralDocuments.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting (a) The Administrative Agent is hereby authorized on behalf of the provisions Lenders, without the necessity of Section 9.09any notice to or further consent from the Lenders, each from time to time (but without any obligation) to take any action with respect to the Collateral and the Security Documents that may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Secured Hedging Obligations or Secured Cash Management Obligations. (b) Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) the Issuing Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent, at its option to, and in its discretion to the Administrative Agent shall, (i) release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (A) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Termination Date, (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Credit Document or to which, subject to Section 10.04, the Required Lenders have consented, (C) that does not constitute (or ceases to constitute) Collateral, (D) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Guaranty, (E) otherwise pursuant to and in accordance with the provisions of any applicable Credit Document or (CF) if approved, authorized or ratified in writing by the Required Lenders subject to Section 12.06(a)(i)(C), (ii) release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a single transaction or related series of transactions permitted hereunder, and (iii) enter into any subordination, intercreditor and/or similar agreement contemplated hereunder, including with respect to Indebtedness that is (i) required or permitted to be subordinated in accordance right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with Section 10.01or junior to the Liens securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination or similar agreement is contemplated under this Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Credit Party from its obligations under the Guaranty or its Lien on any Collateral pursuant to this Section 9.10subsection (b). In each case as specified in this Section 9.10Article 10, the Administrative Agent willwill (and each Lender, and each Issuing Lender hereby authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the Borrower applicable Credit Party such documents as the Borrower such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Documents or to subordinate its interest in therein, and/or to release such itemCredit Party from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Credit Documents and this Article 10. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral, to enforce the Guaranty or take any other enforcement action hereunder or under any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 9.10. 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition. (d) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (e) No Hedge Agreement or Secured Cash Management Agreement will create (or be deemed to create) in favor of any Designated Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Credit Documents except as expressly provided in the Security Agreement. By accepting the benefits of the Collateral, such Designated Counterparty shall be deemed to have appointed Administrative Agent, in its capacity as collateral agent, as its agent and agreed to be bound by the Credit Documents as a Secured Party, subject to the limitations set forth in this clause (e). The benefit of the provisions of the Credit Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not the Administrative Agent, a Lender or an Issuing Lender as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Article 10, and Section 12.13, and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided that, notwithstanding the foregoing, (i) such Secured Party shall be bound by Section 10.03 and Section 10.09 only to the extent of liabilities, costs and expenses relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall be such Secured Party’s pro rata share (based on the amount of Obligations owing to such Secured Party relative to the aggregate amount of Obligations) of such liabilities, costs and expenses, (ii) except as set forth specifically herein, the Administrative Agent, the Lenders and the Issuing Lender shall be entitled to act in its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (iii) except as specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Credit Document.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) Collateral Agents irrevocably authorize the Administrative Foreign Collateral Agent, at its option and in its discretion to Permitted Discretion;to release any Lien or any other claim on any property Foreign Collateral granted to or held by the Administrative Agent Foreign Collateral Agent, for the benefit of the Secured Parties, under any Loan Foreign Collateral Document (A) upon termination the Discharge of the Term Commitments Notes Obligations and payment the Discharge of the LC Obligations, as applicable, in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory case such Lien shall only be released with respect to the applicable Cash Management Bank or Hedge Bank shall have been made), Obligations so Discharged; (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document the Foreign Collateral Documents, Notes Documents and LC Documents or (C) if approved, authorized or ratified in writing in accordance with Section 10.01. 6.08(b). (a) Upon request by the Administrative Foreign Collateral Agent at any time, the Required Lenders Controlling Parties will confirm in writing the Administrative Foreign Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant or take any other action necessary to this Section 9.10administer the Foreign Collateral. In each case case, as specified in this Section 9.106.08, the Administrative Foreign Collateral Agent will, at the Borrower’s Grantors’ joint and several expense, execute and deliver to the Borrower applicable Grantor such documents as the Borrower such Grantor may reasonably request to evidence the release of such item of Foreign Collateral from the assignment and security interest granted under the Security Agreement Foreign Collateral Documents or to subordinate its interest in such item, or to release such Grantor from its obligations under the Foreign Collateral Documents, in each case in accordance with the terms hereof and the terms of the Loan Documents and this Section 9.10. Foreign Collateral Documents. (b) The Administrative Foreign Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Foreign Collateral, the existence, priority or perfection of the Administrative Foreign Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party Grantor in connection therewith, nor shall the Administrative Foreign Collateral Agent be responsible or liable to the Lenders Secured Parties for any failure to monitor or maintain any portion of the Foreign Collateral.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs Administrative Agent to enter into Security Documents for the provisions Lender Liens and agrees that any action taken by Administrative Agent concerning any collateral in accordance with any Loan Document, that Agent's exercise of Section 9.09powers concerning the collateral in any Loan Document, each and that all other reasonably incidental powers are authorized and binding upon all Lenders. (b) Administrative Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time before a Default or Potential Default, to take any action with respect to any collateral or Loan Documents related to collateral that may be necessary to perfect and maintain perfected the Lender Liens upon collateral. (c) Administrative Agent has no obligation whatsoever to any Lender or to any other Person to assure that collateral exists or is owned by any Company or is cared for, protected, or insured or has been encumbered or that the Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) Administrative Agent shall exercise the same care and prudent judgment with respect to collateral and the Loan Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lender Lien on upon any collateral (i) constituting property granted to or held by the Administrative Agent being disposed of as permitted under any Loan Document Document, (Aii) upon termination constituting property in which no Company owned any interest at the time the Lender Lien was granted or at any time after that, (iii) constituting property leased to any Company under a lease that has expired or been terminated in a transaction permitted under the Loan Documents or is about to expire and that has not been, and is not intended by that Company to be, renewed, (iv) consisting of an instrument evidencing Debt pledged to Administrative Agent (for the Term Commitments and payment in full benefit of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeLenders), (B) that is sold or to be sold or otherwise disposed of as part of or if the underlying Debt has been paid in connection with any sale or other disposition permitted hereunder or under any other Loan Document full, or (Cv) if approved, authorized authorized, or ratified in writing in accordance with Section 10.01by Required Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will shall confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property pursuant to collateral under this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralCLAUSE (e).

Collateral Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the L/C Issuers and the Swing Line Lender hereby (A) consents to the terms of the Intercreditor Agreement, (B) authorizes the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of the Secured Creditors. Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge LOC Bank) ), the L/C Issuers and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Intercreditor Agreement; and 133 89826417_6 to acknowledge in accordance with Section 10.01writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by clause (c) of the definition of “Customary Permitted Lien”. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of The Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting The Lenders irrevocably agree: (a) that the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion Collateral Agent is authorized to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Document, (Bi) that at the time the property subject to such Lien is sold or to be sold sold, leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any sale Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to release such Lien on such asset in connection with the transfer so long as (w) the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or other disposition permitted hereunder on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or under any other Loan Document or Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (Cii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm (or such other number of Lenders whose consent is required under Section 11.02), (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09 or (iv) upon termination of all Commitments and the repayment in writing full of all outstanding principal and accrued interest with respect to the Administrative Agent’s authority Loans, all Fees and other Obligations; and (b) to release or subordinate its interest in particular types any Lien on any property granted to or items held by the Collateral Agent under any Loan Document to the holder of any Lien on such property pursuant that is permitted by Section 6.02(i), to this Section 9.10. In each case as specified in this Section 9.10, the Administrative extent required by the terms of the obligations secured by such Liens; Each Lender irrevocably authorizes the Collateral Agent willto, at the Borrower’s expense, execute and deliver documents to the Borrower such documents as the Borrower may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Security Agreement or to subordinate its interest in such itemDocuments, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.29.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) ), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative Agent and/or the Security Agent, at as applicable: (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties; (b) to agree, on behalf of the Lenders, to release any Lien on any property granted under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations under Treasury Services Agreements and Secured Hedge Agreements) and the expiration or termination of all Letters of Credit and Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and/or the Security Agent or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and/or the Security Agent and the relevant L/C Issuer or Alternative L/C Issuer, as applicable, shall have been made), (ii) in the event of a sale or disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) of assets included in the Collateral to a Person that is not (either before or after giving effect to such transaction) a Loan Party; provided that such sale or disposition is in compliance with the Loan Documents, or in connection with any other release of Permitted Affiliate Parent or a Restricted Subsidiary from its option obligations as a Guarantor permitted under the Loan Documents, (iii) if such Collateral is the Equity Interests of, or an asset of, a Guarantor or any of its Subsidiaries, in connection with any sale or other disposition of such Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Loan Party; provided that such sale or asset disposition is in compliance with the Loan Documents, including but not limited to Section 4.10 of Annex II, (iv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (v) if the property subject to such Lien is owned by a Guarantor or an Additional Borrower, or Equity Interests of Guarantor or Additional Borrower, upon resignation of such Additional Borrower pursuant to Section 10.22 or release of such Guarantor from its obligations under its Guaranty pursuant to Section 11.09, (vi) if such property becomes an Excluded Asset, (vii) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms of the Loan Documents, (viii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement, (ix) in connection with any merger or other transaction permitted by and in its discretion compliance with Section 5.01 of Annex II, (x) with respect to any Collateral that is transferred to a Receivables Entity pursuant to a Qualified Receivables Transaction, and with respect to any Securitization Obligation that is transferred, in one or more transactions, to a Receivables Entity (as such terms are defined in Annex I), (xi) if the property constitutes Equity Interests or assets of a Subsidiary, upon the designation of such Subsidiary as an Unrestricted Subsidiary, or (xii) as a result of, and in connection with, any Solvent Liquidation; and (c) to agree, on behalf of the Lenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or the Security Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold permitted by Section 4.12 of Annex II to the extent required by the holder of, or pursuant to be sold or otherwise disposed the terms of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedagreement governing, authorized or ratified in writing in accordance with Section 10.01the obligations secured by such Liens. Upon request by the Administrative Agent and/or the Security Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Security Agent’s authority to agree to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent willand/or the Security Agent will (and each Lender irrevocably authorizes the Administrative Agent and/or the Security Agent, as applicable, to), at the Borrower’s Borrowers’ expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case item in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for In relation to any provision of this Agreement which requires the Loan Parties, a Permitted Affiliate Parent or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability member of the CollateralRestricted Group to deliver a Collateral Document for the purposes of granting any Guaranty or Collateral for the benefit of the Finance Parties, the existence, priority or perfection of Security Agent and/or the Administrative Agent’s Lien thereon, as applicable, shall execute, as soon as reasonably practicable, any such guarantee or any certificate prepared by any Loan Party Collateral Document in connection therewith, nor shall the Administrative Agent be responsible or liable agreed form which is presented to the Lenders it for any failure to monitor or maintain any portion of the Collateral.execution. 109

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders Each Lender (including in its capacities capacity as a potential Cash Management Bank counterparty to a Secured Interest Rate Hedge Agreement) and a potential Hedge Bankeach other Secured Party by its acceptance of the Collateral Documents irrevocably agrees: (a) irrevocably authorize the Administrative Agent, at its option and in its discretion to release that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (Ai) upon termination of the Term Aggregate Commitments and payment in full in cash of all Finance Obligations (other than (x) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit (yor if such Letters of Credit have been backstopped by letters of credit reasonably 109 KE 73718588.20 US-DOCS\142539518.2141222994.8 (i) obligations and liabilities a First Lien Intercreditor Agreement with the applicable Other Debt Representatives with respect to Indebtedness permitted under Secured Cash Management Agreements and Secured Hedge Agreements Section 7.02 where such Indebtedness is secured by Permitted Liens that the Borrower elects to secure on a pari passu basis with the Liens securing the Obligations and/or (ii) a Junior Lien Intercreditor Agreement with the applicable Other Debt Representatives with respect to Indebtedness permitted under ‎Section 7.02 where such Indebtedness is secured by Permitted Liens that the Borrower elects to secure on a junior basis to the Liens securing the Obligations. The Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower as to which arrangements satisfactory to whether any such other Liens are permitted. Any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement (or any supplement or amendment thereto, or amendment and restatement or replacement thereof) entered into by the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing Collateral Agent in accordance with Section 10.01the terms of this Agreement shall be binding on the Secured Parties. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10property. In each case as specified in this Section 9.10‎Section 9.11, the Administrative Agent willor the Collateral Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such itemCollateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall ‎Section 9.11 (and the Administrative Agent be responsible or liable to and the Lenders for any failure to monitor or maintain any portion Collateral Agent may rely conclusively on a certificate of a Responsible Officer of the CollateralBorrower to that effect provided to it by the Borrower upon its reasonable request without further inquiry). Any execution and 110 KE 73718588.20 US-DOCS\142539518.2141222994.8 delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent. For the avoidance of doubt, no release of Collateral effected in the manner permitted by this ‎Section 9.11 shall require the consent of any holder of obligations under any Secured Interest Rate Hedge Agreement.

Collateral Matters. Without limiting the provisions (a) The Collateral Agent is hereby appointed as Collateral Agent and authorized on behalf of Section 9.09, each all 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 (including in its capacities as a potential Cash Management Bank on behalf of themselves and a potential Hedge Bank) their respective Affiliates irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Term Commitments and payment in full of all Finance Loans and all other Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory known to the applicable Collateral Agent, termination or Cash Management Bank or Hedge Bank shall have been made), Collateralization of all Credits and termination of all Commitments; (Bii) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document hereunder; or (Ciii) if approved, authorized or ratified in writing by all of the Lenders or the Required Lenders in accordance with Section 10.0111.1. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will shall confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in 10.10(b), provided, that the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 9.10, 10.10. (c) The Collateral Agent may execute any of its duties under this Agreement and the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the other Loan Documents by or through agents or attorneys in fact and this Section 9.10shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Collateral Agent shall not be responsible for the negligence or have a duty misconduct of any agents or attorneys in fact selected by it with reasonable care. (d) The Collateral Agent and the Issuing Lenders shall be entitled to ascertain or inquire into any representation or warranty regarding the existenceall rights, value or collectability of the Collateralindemnities, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall and limitations on liability under this SECTION 10 available to the Administrative Agent be responsible or liable to the Lenders for any failure same extent as if each reference to monitor or maintain any portion of the CollateralAdministrative Agent in this SECTION 10 were a reference to the Collateral Agent and the Issuing Lenders.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities capacity as a potential Cash Management Bank and a potential Hedge Bank) ), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative Agent and/or the Security Agent, as applicable: (a) to enter into and sign for and on behalf of the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders and the Secured Parties; (b) to agree, on behalf of the Lenders, to release any Lien on any property granted under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities which are accrued and payable under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) and the expiration or termination of all Letters of Credit and Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Administrative Agent and/or the Security Agent or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and/or the Security Agent and the relevant L/C Issuer or Alternative L/C Issuer, as applicable, shall have been made), (ii) at the time the property subject to such Lien is disposed or to be disposed as part of or in connection with any Asset Disposition permitted hereunder or under any other Loan Document (other than a lease and other than to a Person that is a Loan Party), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor or an Additional Borrower, upon resignation of such Additional Borrower pursuant to Section 10.22 or release of such Guarantor from its option obligations under its Guaranty pursuant to Section 11.09, (v) if such property becomes an Excluded Asset, (vi) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms thereof, (vii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement, (viii) in connection with any merger or other transaction permitted by and in its discretion compliance with Section 5.01 of Annex II, or (ix) as a result of, and in connection with, any Solvent Liquidation; and (c) to agree, on behalf of the Lenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or the Security Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) holder of any Lien on such property that is sold permitted by Section 4.12 of Annex II to the extent required by the holder of, or pursuant to be sold or otherwise disposed the terms of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or (C) if approvedagreement governing, authorized or ratified in writing in accordance with Section 10.01the obligations secured by such Liens. Upon request by the Administrative Agent and/or the Security Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and/or the Security Agent’s authority to agree to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent willand/or the Security Agent will (and each Lender irrevocably authorizes the Administrative Agent and/or the Security Agent, as applicable, to), at the Borrower’s Borrowers’ expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case item in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for In relation to any provision of this Agreement which requires the Loan Parties, a Permitted Affiliate Parent or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability member of the CollateralRestricted Group to deliver a Collateral Document for the purposes of granting any Guaranty or Collateral for the benefit of the Finance Parties, the existence, priority or perfection of Security Agent and/or the Administrative Agent’s Lien thereon, as applicable, shall execute, as soon as reasonably practicable, any such guarantee or any certificate prepared by any Loan Party Collateral Document in connection therewith, nor shall the Administrative Agent be responsible or liable agreed form which is presented to the Lenders it for any failure to monitor or maintain any portion of the Collateralexecution.

Collateral Matters. Without limiting (a) The Agent is authorized on behalf of all the provisions Lenders, without the necessity of Section 9.09any notice to or further consent from the Lenders, each of from time to time to take any action with respect to any Collateral, Parent Collateral or the Collateral Documents or Parent Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral and the Parent Collateral. (b) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release any Guaranty and to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral or Parent Collateral (Ai) upon termination of the Term Commitments and payment in full of all Finance Loans and all other Obligations payable under this Agreement and under any other Loan Document; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any sale disposition permitted hereunder; (iii) constituting Property in which the Loan Parties or any Subsidiary of Loan Parties, or Guarantor, as applicable, owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Loan Parties or any Subsidiary of the Loan Parties or any Guarantor 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 Loan Parties or such Subsidiary or Guarantor to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other disposition permitted hereunder or under any other Loan Document debt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) if approved, authorized or ratified in writing by the Majority Lenders or all the Lenders, as the case may be, as provided in accordance with Section 10.0110.01(f). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral or Parent Collateral pursuant to this Section 9.10. In 9.10(b). (c) Each Lender agrees with and in favor of each case as specified in this Section 9.10, other (which agreement shall not be for the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms benefit of the Loan Parties or any of their respective Subsidiaries) that the Loan Parties' obligation to such Lender under this Agreement and the other Loan Documents is not and this Section 9.10. The Administrative Agent shall not be responsible for secured by any real property collateral now or have a duty to ascertain or inquire into any representation or warranty regarding hereafter acquired by such Lender other than the existence, value or collectability real property described in the Deed of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, Trust or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable other Mortgage entered into pursuant to the Lenders for any failure to monitor or maintain any portion of the CollateralLoan Documents.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management the Issuing Bank and a potential Hedge Bankthe Swing Line Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document securing the Obligations (Ax) upon termination of the Term Commitments commitments under this Agreement and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Cash Management Bank or Hedge Issuing Bank shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Loan Documents or under any other Loan Document consented to in accordance with the terms of this Agreement, or (Cz) subject to Section 11.4, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Loan Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 8.2(m) as in accordance with Section 10.01effect on the Closing Date; and (iii) to release any Guarantor from its obligations under this Agreement and the other Loan Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 10.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, each of the Loan Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Loan Party under the Loan Documents except as expressly provided herein or in the other Loan Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Provider and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Provider and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Loan Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Loan Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral Matters. Without limiting (a) Each Lender hereby irrevocably authorizes and directs the provisions Agent to enter into the Loan Documents for the benefit of Section 9.09such Lender. The Agent is hereby authorized on behalf of all of Lenders, each 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 Loan Documents which may be necessary to perfect and maintain perfected the Lenders Liens upon the Collateral granted pursuant to the Loan Documents. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge BankSwap Contract Counterparty with respect to Lender Hedging Obligations) hereby irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Commitments Loan Commitment and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been madeobligations), (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale permitted or other disposition permitted provided for hereunder (including under Section 3.7) or under any other Loan Document or Document, (Ciii) subject to Section 12.16, if approved, authorized or ratified in writing by the Requisite Lenders, (iv) in accordance connection with Section 10.01any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default or (v) to the extent such property constitutes Excluded Asset; and (ii) to subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Required Lenders each Lender will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.1013.9. (a) Subject to (ii) above, the Administrative Agent willshall (and is hereby irrevocably authorized by each Lender), at the Borrower’s expense, to execute and deliver to the Borrower such documents as the Borrower may reasonably request be necessary to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms subordination of the Loan Documents Liens granted to the Agent for the benefit of the Agent and this Section 9.10. The Administrative Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) the Agent shall not be responsible for required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to or have a duty to ascertain create any liability or inquire into entail any representation consequence other than the release or subordination of such Liens without recourse or warranty regarding and (ii) such release or subordination shall not in any manner discharge, affect or impair the existenceObligations or any Liens upon (or obligations of the Borrower in respect of) all interests retained by the Borrower, value including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or collectability transfer of Collateral, or any foreclosure with respect to any of the Collateral, the existenceAgent shall be authorized to deduct all expenses reasonably incurred by the Agent from the proceeds of any such sale, priority transfer or perfection foreclosure. (b) The Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral exists or is owned by the Borrower any other Person or is cared for, protected or insured or that the Liens granted to the Agent herein or in any of the Administrative Agent’s Lien thereonLoan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 13.9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any certificate prepared by act, omission or event related thereto, the Agent may act in any Loan Party manner it may deem appropriate, in connection therewithits sole discretion, nor given the Agent's own interest in the Collateral as one of the Lenders and that the Agent shall the Administrative Agent be responsible have no duty or liable liability whatsoever to the Lenders Lenders. (c) Each Lender hereby appoints each other Lender as the Agent for any failure to monitor or maintain any portion the purpose of perfecting Lenders' security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent's request therefor shall deliver such Collateral to the Agent or in accordance with the Agent's instructions.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment Payment in full of all Finance Obligations Full; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is upon property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement (including the release of any other Loan Document Guarantor in connection with any such disposition); or (Ciii) subject to Section 15.1, if approved, authorized or ratified approved in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on that Collateral which is permitted by Section 10.0111.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.11.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion discretion, to take any of the following actions: (a) 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 Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents; (b) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank expiration or Hedge Bank shall have been made)termination of all Letters of Credit, (Bii) that is sold as permitted by the terms of this Agreement, including with respect to any such release of a Lien on the Real Estate Assets of, or to be sold the Equity Interests in, the Borrower or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document a Subsidiary Guarantor, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0113.6; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property, to the extent such holder is permitted by Section 10.3 to have a more senior Xxxx. (d) The Administrative Agent may make, and shall be reimbursed by the Lenders to the extent not reimbursed by the Borrower for, protective advances during any one calendar year with respect to each Borrowing Base Property up to the sum of (i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Borrowing Base Property; (ii) amounts expended to pay insurance premiums for policies of insurance related to such Borrowing Base Property; and (iii) $1,000,000.00. Protective advances in excess of said sum during any calendar year for any Borrowing Base Property shall require the consent of the Requisite Lenders. The Borrower agrees to pay on demand all such protective advances. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.1012.10. In each case as specified in this Section 9.1012.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.1012.10. The Administrative Agent shall not be responsible for provisions of this Section 12.10 are subject to the limitations on the authority to release or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, replace Collateral set forth in Section 5.2 or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralMortgage.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Holders irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (a) to take any action with respect to the Collateral which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Note Documents; (b) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Note Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Obligations, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition Disposition permitted hereunder or under any other Loan Document Note Document, (iii) in accordance with any provision for the release thereof provided for in this Agreement or the other Note Documents, or (Civ) subject to Section 12.01, if approved, authorized or ratified in writing by the Required Holders; (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 7.02; and (d) following any such release or subordination described in accordance the preceding clauses (b) and (c), to deliver to the Company, at its expense, any Collateral so released that is then held by the Administrative Agent hereunder and to execute and deliver to the Company such releases or other documents as the Company shall reasonably request to evidence or effectuate such release or subordination of Liens (including UCC termination statements, termination letters with Section 10.01respect to control agreements in favor of the Administrative Agent relating to the Company’s Deposit Accounts and Securities Accounts, intercreditor agreements and collateral agency agreements). Upon request by the Administrative Agent at any time, the Required Lenders Holders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.1011.11. In each case as specified the event that an intercreditor agreement is necessary in this connection with the incurrence by the Company or any Subsidiary Guarantor of any Senior Secured Debt not prohibited by Section 9.107.01, the Administrative Agent will, at agrees to negotiate in good faith with the Borrower’s expense, execute holders of such Senior Secured Debt and deliver to use commercially reasonable efforts to enter into an intercreditor agreement with the holders of such Senior Secured Debt on terms reasonably acceptable to the Borrower such documents as Administrative Agent; provided that in no event shall this provision be construed to require the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire enter into any representation agreement that would in any way diminish, limit or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection adversely affect any of the Administrative Agent’s Lien thereon, rights under any Note Document or under any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralapplicable law.

Collateral Matters. Without limiting the provisions of Section 9.0910.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent reimbursement and indemnification obligations which are unknown, unmatured and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to for which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have no claim has been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 10.017.01; and (c) to acknowledge that the Lien of the Administrative Agent under any Loan Document does not encumber a Collateral Asset that has been sold by the Borrower for cash consideration if (i) such cash consideration has been delivered into the Collection Account, (ii) the transfer of such Collateral Asset has not been or cannot be completed and (iii) the Borrower has settled such sale as a participation or similar arrangement (including settlement as a participation pending transfer). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.1010.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party the Borrower in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management the Issuing Bank and a potential Hedge Bankthe Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document securing the Obligations (Ax) upon termination of the Term Commitments commitments under this Agreement and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Administrative Agent and the Issuing Bank shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Credit Documents or under any other Loan Document consented to in accordance with the terms of this Agreement, or (Cz) subject to Section 11.4, if approved, authorized or ratified in writing in accordance with by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Credit Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 10.018.2(m); and (iii) to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Guarantor or becomes an Excluded Subsidiary as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item10.10, in each case in accordance with the terms of the Loan Documents and authority granted by this Section 9.10. Agreement. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Bank or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Credit Party under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Bank and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Bank and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral Matters. Without limiting Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations Term Loans and all other outstanding obligations of Borrower hereunder; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Ciii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by Section 10.0111.2(c)(i) or (c)(ii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral14.10.

Collateral Matters. Without limiting (i) The Lenders and the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) Issuing Banks irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank Collateral Agent and the Issuing Banks shall have been made), (B) that is sold or to be sold or otherwise disposed of to a party that is not a Loan Party as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (C) subject to Section 9.09, if approved, authorized or ratified in writing by the Required Lenders. (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (i) or (j) of Section 6.02. (b) The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in accordance with Section 10.01its discretion, to release any guarantor from its obligations under the Guaranty Agreement and the other Security Documents if such person ceases to be a Loan Party as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, each of the Required Lenders will confirm in writing the Administrative Agent’s or Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property pursuant property, or to this Section 9.10. In each case as specified in this Section 9.10, release any guarantor from its obligations under the Guarantee and the other Security Documents. (c) The Lenders (i) irrevocably agree that they will be bound by and will take no actions contrary to the provisions of any Junior Lien Intercreditor and Subordination Agreement and (ii) authorize and instruct the Administrative Agent willand Collateral Agent to enter into any Junior Lien Intercreditor and Subordination Agreement (and any amendments, at the Borrower’s expenseamendments and restatements, execute and deliver restatements or waivers of or supplements to the Borrower or other modifications to, such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest agreements in such item, in each case in accordance connection with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared incurrence by any Loan Party of Indebtedness pursuant to Section 6.01, in connection therewithorder to permit such Indebtedness to be secured by a valid, nor shall perfected lien (with such priority as may be designated by the Administrative Agent be responsible Borrower or liable relevant Subsidiary, to the Lenders for any failure extent such priority is permitted by Section 6.02 and the Loan Documents)), and to monitor or maintain any portion of subject the CollateralLiens on the Collateral securing the Obligations to the provisions thereof.

Collateral Matters. (a) Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the provisions generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 9.096.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 6 with respect to the Operative Agreements and the transactions contemplated therein, including without limitations any acts taken or omissions suffered by Administrative Agent in connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 6 included Administrative Agent with respect to such documents, transactions, acts or omissions, and (ii) as additionally provided in this Agreement and the other Operative Agreements with respect to Administrative Agent. (b) The Administrative Agent is authorized on behalf of all the Financing Parties, without the necessity of any notice to or further consent from the Financing Parties, from time to time take any action with respect to any Collateral or the Security Documents 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 Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations (Loans and Lessor Fundings and all other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory of any Lessee/Borrower Party known to the applicable Cash Management Bank Administrative Agent and payable under this Agreement or Hedge Bank shall have been made), any other Operative Agreement; (Bii) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale disposition permitted hereunder; (iii) constituting property (other than any Property) in which Lessee or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property (other than any Property) leased by Tech Data or any Subsidiary in a transaction permitted under this Agreement or any other Operative Agreement; or (v) consisting of an instrument evidencing Indebtedness or other disposition permitted hereunder or under any debt instrument (other Loan Document or (C) than an Operative Agreement), if approved, authorized or ratified the indebtedness evidenced thereby has been paid in writing in accordance with Section 10.01full. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.106.10(c), provided that the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower absence of any such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent confirmation for whatever reason shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of affect the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralrights under this Section 6.10(c).

Collateral Matters. Without limiting the provisions of Section 9.09(i) The Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Hedge Card Related Products Bank) and the L/C Issuer hereby irrevocably appoints and authorizes Bank of America to act as the collateral agent (in such capacity, the “Collateral Agent”) under the Loan Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. (ii) Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Card Related Products Bank) and the L/C Issuer hereby (A) consent to the terms of the Permitted Notes Intercreditor Agreement, (B) authorize the Administrative Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Bank Creditors, and (C) authorize the Collateral Agent to enter into the Permitted Notes Intercreditor Agreement on behalf of the Secured Parties. (iii) Without limiting the provisions of Section 9.09, the Administrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential Card Related Products Bank), the L/C Issuer and the Swing Line Lender irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion discretion: (A) to release any Pledged Interest and any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (Ai) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory Facility Termination Date subject to the applicable Cash Management Bank or Hedge Bank shall have been made)Permitted Notes Intercreditor Agreement, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, (iii) as contemplated under Section 6.14(d) or (Civ) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders subject to the Permitted Notes Intercreditor Agreement; (B) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and 70290124_9 (C) to acknowledge in accordance with writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or surety agreement in favor of a surety providing a bond to the Company and/or its Subsidiaries as permitted by Section 10.017.01(t) of this Agreement. Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Collateral Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting (a) The Administrative Agent is authorized on behalf of all the provisions Banks, without the necessity of Section 9.09any notice to or further consent from the Banks, each from time to time to take any action with respect to any Collateral or the Pledge Agreements which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Pledge Agreements. In connection with the Recapitalization, the Administrative Agent is authorized to release the stock collateral held under the Xxxxxxxx Family Pledge Agreement to the extent necessary, against delivery of the Lenders stock of the Company owned by the Holding Company. (including in its capacities as a potential Cash Management Bank and a potential Hedge Bankb) The Banks irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination of the Term Commitments and payment in full of all Finance Loans and all other Obligations payable under this Agreement and under any other Loan Document; (other than (xii) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any sale Disposition permitted hereunder; (iii) constituting Property in which the Company or any Subsidiary of the Company owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Company or any Subsidiary of the Company 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 Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other disposition permitted hereunder or under any other Loan Document debt instrument, if 107 the indebtedness evidenced thereby has been paid in full; or (Cvi) if approved, authorized or ratified in writing in accordance with by the Majority Banks or all the Banks, as the case may be, subject to Section 10.0110.1(f). Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In 9.10(b). (c) Each Bank agrees with and in favor of each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent other (which agreement shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability benefit of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, Company or any certificate prepared of its Subsidiaries) that the Company's obligation to such Bank under this Agreement and the other Loan Documents is not and shall not be secured by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible real property collateral now or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralhereafter acquired by such Bank.

Collateral Matters. Without limiting the provisions of Section 9.09, each (a) Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Revolving Facility Termination Date, (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of to any Person other than the Borrower as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document Document, or (Ciii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01. 11.01; and (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). (b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.10property. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. . (c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party the Borrower in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion discretion, to take any of the following actions: (a) 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 Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents; (b) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations obligations) and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank expiration or Hedge Bank shall have been made)termination of all Letters of Credit, (Bii) that is sold as permitted by the terms of this Agreement, including with respect to any such release of a Lien on the Real Estate Assets of the Borrower or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document a Subsidiary Guarantor, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.0113.6; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property, to the extent such holder is permitted by Section 10.3 to have a more senior Lien. (d) The Administrative Agent may make, and shall be reimbursed by the Lenders to the extent not reimbursed by the Borrower for, protective advances during any one calendar year with respect to each Borrowing Base Property up to the sum of (i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Borrowing Base Property; (ii) amounts expended to pay insurance premiums for policies of insurance related to such Borrowing Base Property; and (iii) $1,000,000.00. Protective advances in excess of said sum during any calendar year for any Borrowing Base Property shall require the consent of the Requisite Lenders. The Borrower agrees to pay on demand all such protective advances. Upon request by the Administrative Agent at any time, the Required Requisite Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.1012.10. In each case as specified in this Section 9.1012.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower applicable Loan Party such documents as the Borrower such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement Collateral Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.1012.10. The Administrative Agent shall not be responsible for provisions of this Section 12.10 are subject to the limitations on the authority to release or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, replace Collateral set forth in Section 5.2 or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the CollateralMortgage.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management the Issuing Bank and a potential Hedge Bankthe Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document securing the Obligations (Ax) upon termination of the Term Commitments commitments under this Agreement and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been asserted and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the applicable Cash Management Bank or Hedge Administrative Agent and the Issuing Bank shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Credit Documents or under any other Loan Document consented to in accordance with the terms of this Agreement, or (Cz) subject to Section 11.4, if approved, authorized or ratified in writing in accordance with by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Credit Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 10.018.2(m); and (iii) to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 10.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Credit Party under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Providers and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Provider and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral Matters. Without limiting (a) The Administrative Agent is authorized and directed to enter into the provisions of Section 9.09, each amendment and restatement of the Collateral Documents in connection with the Closing Date as contemplated by Section 5.1. 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 Collateral Documents which may be necessary to perfect and maintain the perfection of the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination of the Term Commitments and payment in full of all Finance Loans and all other Obligations (excluding, with the consent of the Majority Lenders, Hedging Obligations, payable under this Agreement and under any other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Loan Document, (Bii) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale disposition permitted hereunder, (iii) constituting property leased to the Borrower or any Subsidiary of the Borrower under a lease which has expired or which has been terminated in a transaction permitted under this Agreement, or which is about to expire and which has not been, and which is not intended by the Borrower or such Subsidiary to be, renewed or extended, (iv) consisting of an instrument evidencing Indebtedness or other disposition permitted hereunder or under any other Loan Document debt instrument, if the indebtedness evidenced thereby has been paid in full, or (Cv) if approved, authorized or ratified in writing by the Majority Lenders or all the Lenders, as the case may be, as provided in accordance with Section 10.01subsection 11.1(e). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of property Collateral pursuant to this Section 9.10. In each case as specified in this Section 9.10, subsection 10.10(b). (c) All cash proceeds and other amounts realized by the Administrative Agent willfrom the Collateral after an Event of Default, at and all payments received by the Borrower’s expenseAdministrative Agent after an acceleration of the Obligations, execute and deliver shall be applied in the following priority, on a pro rata basis within each level of priority: first, to the Borrower such documents as payment of all costs and expenses incident to the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms enforcement of the Loan Documents and this Section 9.10. The or otherwise owing to the Administrative Agent shall not be responsible for or have a duty hereunder, including payment of Attorney Costs and compensation to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection agents and contractors of the Administrative Agent’s Lien thereonAgent and the Lenders; second, or to accrued but unpaid interest on the Loans, Swingline Loans and L/C Borrowings, accrued but unpaid letter of credit and commitment fees hereunder, and amounts owing under Hedging Obligations (other than any certificate prepared by Swap Termination Value owing with respect thereto); third, to payment of outstanding principal of the Loans, Swingline Loans and L/C Borrowings, any Loan Party in connection therewithSwap Termination Values payable with respect to Hedging Obligations, nor shall the Administrative Agent be responsible or liable and to fund Cash Collateralization of any L/C Obligations up to the Lenders Effective Amount thereof; fourth, to payment or (in the case of Contingent Obligations) Cash Collateralization of all other Obligations; and fifth, the remainder, if any, to Borrower or to whomever may be lawfully entitled to receive such remainder. Notwithstanding the foregoing sentence, (i) Cash Collateral for Offshore Rate Loans shall be applied on the maturity date of their Interest Periods to repay such Offshore Rate Loans and (ii) Cash Collateral for L/C Obligations shall be applied to reimburse the Issuing Bank for drawings under Letters of Credit as and when they arise in the same proportion as the aggregate amount of such Cash Collateral bears to all L/C Obligations; upon expiration of all outstanding Letters of Credit, any failure to monitor or maintain any portion of remaining Cash Collateral for L/C Obligations shall be applied as provided in the Collateralpreceding sentence.

Collateral Matters. Without limiting The Lenders irrevocably agree: (a) that the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion Collateral Agent is authorized to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document Document, (Ai) upon termination of at the Term Commitments and payment in full of all Finance Obligations time the property subject to such Lien is pledged pursuant to Section 6.02(n)(x) or Section 6.02(n)(y) (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory but solely to the applicable Cash Management Bank extent such property consists of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral) or Hedge Bank shall have been made)sold, (B) that is sold or to be sold leased, licensed, consigned, transferred or otherwise disposed of as part of or in connection with any sale Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to release such Lien on such asset in connection with the transfer so long as (w) except as permitted by Section 6.06(q) or other disposition permitted hereunder Section 6.06(s), the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or any other Loan Document or Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (Cii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm (or such other number of Lenders whose consent is required under Section 11.02), (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09, (iv) upon termination of all Commitments and the repayment in writing full of all outstanding principal and accrued interest with respect to the Administrative Loans, all Fees and other Obligations, (v) in connection with the grant of Liens permitted hereunder under Section 6.02(k) and subject to the Intercreditor Agreement, if the applicable Loan Party grants a Lien to the Collateral Agent or for the benefit of the Collateral Agent in a manner reasonably satisfactory to the Collateral Agent’s authority , substantially concurrently with the release of such asset, to the extent such release or termination and re-grant is necessary or advisable under applicable law; and (vi) to the extent such property is Excluded Property. (b) to release or subordinate its interest in particular types any Lien on any property granted to or items held by the Collateral Agent under any Loan Document to the holder of any Lien on such property pursuant that is permitted by Section 6.02(i), to this Section 9.10. In each case as specified in this Section 9.10, the Administrative extent required by the terms of the obligations secured by such Liens; Each Lender irrevocably authorizes the Collateral Agent willto, at the Borrower’s expense, execute and deliver documents to the Borrower such documents as the Borrower may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Security Agreement or to subordinate its interest in such itemDocuments, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.29.

Collateral Matters. Without limiting The Lenders irrevocably agree: (a) that the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion Collateral Agent is authorized to release any Lien on any property granted to or held by the Administrative Collateral Agent under any Loan Document (A) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Document, (Bi) that at the time the property subject to such Lien is sold or to be sold or otherwise disposed of as part of or in connection with any sale Asset Sale permitted under Section 6.06 to any Person other than a Loan Party (provided that no Lien shall be released in any Series of Cash Neutral Transactions) (or, if such transferee is a Loan Party, the Collateral Agent is authorized to release such Lien on such asset in connection with the transfer so long as (w) the transferee grants a new Lien to the Collateral Agent on such asset substantially concurrently with the transfer of such asset, (x) the transfer is between parties organized under the laws of different countries, (y) the priority of the new Lien is the same as that of the original Lien and (z) the Liens on such property held by or other disposition permitted hereunder on behalf of the holders of Indebtedness under the Revolving Credit Loan Documents or under any other Loan Document or Permitted Revolving Credit Facility Refinancing, Permitted First Priority Refinancing Debt, Permitted Secured Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released), (Cii) subject to Section 11.02, if the release of such Lien is approved, authorized or ratified in writing in accordance with Section 10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm (or such other number of Lenders whose consent is required under Section 11.02), (iii) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09 or (iv) upon termination of all Commitments and the repayment in writing full of all outstanding principal and accrued interest with respect to the Administrative Agent’s authority Loans, all Fees and other Obligations; and (b) to release or subordinate its interest in particular types any Lien on any property granted to or items held by the Collateral Agent under any Loan Document to the holder of any Lien on such property pursuant that is permitted by Section 6.02(i), to this Section 9.10. In each case as specified in this Section 9.10, the Administrative extent required by the terms of the obligations secured by such Liens; Each Lender irrevocably authorizes the Collateral Agent willto, at the Borrower’s expense, execute and deliver documents to the Borrower such documents as the Borrower may reasonably request to evidence authorize the release or subordination of such item items of Collateral from the assignment and security interest Liens granted under the Security Agreement or to subordinate its interest in such itemDocuments, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral11.29.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management the Issuing Bank and a potential Hedge Bankthe Swingline Lender) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (i) to execute and deliver the Collateral Documents on behalf of and for the benefit of each Lender (including the Issuing Bank and Swingline Lender); (ii) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Credit Document (A) upon termination of securing the Term Commitments and payment in full of all Finance Revolving Obligations (other than (x) contingent indemnification obligations and upon the Termination Date, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Credit Documents or under any other Loan Document consented to in accordance with the terms of this Agreement, or (Cz) subject to Section 11.4, if approved, authorized or ratified in writing in accordance with by the Required Lenders; (iii) to subordinate any Lien on any property granted to or held under any Credit Document securing the Revolving Obligations to the holder of any Lien on such property that is permitted by Section 10.018.2(m); and (iv) to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. Section. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent and each holder of the Obligations hereby agrees that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition. (d) No Swap Contract or Treasury Management Agreement will create (or be deemed to create) in favor of any Swap Bank or any Treasury Management Banks, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Credit Party under the Credit Documents except as expressly provided herein or in the other Credit Documents. By accepting the benefits of the Collateral, such Swap Bank or such Treasury Management Bank shall be deemed to have appointed the Administrative Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d).

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the and direct Administrative Agent, at its option and in its discretion Agent to release (i) any Lien on any property (including any Pledged Equity) granted to or held by the Administrative Agent under any Loan Document (Ax) upon termination the occurrence of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and Facility Termination Date, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Loan Documents or under any other Loan Document otherwise as provided in Section 4.08, or (Cz) subject to Section 13.04, if approved, authorized or ratified in writing in accordance with Section 10.01by the Required Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.1012.10. In each case as specified in this Section 9.10Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent will, at the BorrowerAgent’s expense, execute and deliver authority to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in particular types or items of property pursuant to this Section 12.10. (b) The powers conferred on Administrative Agent hereunder are solely to protect Xxxxxxx’ and Administrative Agent’s interests in the Collateral and shall not impose any duty upon it to exercise any such item, in each case in accordance with the terms powers. Administrative Agent shall be accountable only for amounts that it actually receives as a result of the Loan Documents exercise of such powers, and this Section 9.10. The Administrative Agent neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act hereunder, except for its or their own willful misconduct. (c) Agents shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent Agents be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. Agents shall have no duty (1) to record, file or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or maintain any such recording, filing or depositing or to subsequently record, refile or redeposit any of the same or (2) to pay or discharge any Taxes, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, or assessed or levied against, any part of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion : (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Term Aggregate Commitments and payment in full of all Finance Obligations (other than (xA) contingent indemnification obligations and (yB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or upon any Borrower being released from its Obligations hereunder, or (Ciii) if approved, authorized or ratified in writing in accordance with Section 10.01; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(a); or (c) to release any Borrower from its Obligations hereunder if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or otherwise ceases to be Borrower as expressly permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release a Borrower or its property from its obligations hereunder pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Holders irrevocably authorize the Administrative Agent, at its option and in its discretion discretion: (a) to take any action with respect to the Collateral which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Note Documents; (b) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Note Document (Ai) upon termination of the Term Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)Obligations, (Bii) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted Disposition not prohibited hereunder or under any other Loan Document Note Document, (iii) in accordance with any provision for the release thereof provided for in this Agreement or the other Note Documents, or (Civ) subject to Section 12.01, if approved, authorized or ratified in writing by the Required Holders; (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 7.02; and (d) following any such release or subordination described in accordance the preceding clauses (b) and (c), to deliver to the Company, at its expense, any Collateral so released that is then held by the Administrative Agent hereunder and to execute and deliver to the Company such releases or other documents as the Company shall reasonably request to evidence or effectuate such release or subordination of Liens (including UCC termination statements, termination letters with Section 10.01respect to control agreements in favor of the Administrative Agent relating to the Company’s Deposit Accounts and Securities Accounts, intercreditor agreements and collateral agency agreements). Upon request by the Administrative Agent at any time, the Required Lenders Holders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 9.1011.11. In each case as specified Notwithstanding anything herein or in this Section 9.10any other Note Document to the contrary, the Holders and the Administrative Agent willhereby agree that, at in the Borrower’s expenseevent the Company elects to incur any Incremental Equivalent Debt, execute such Incremental Equivalent Debt shall rank pari passu in right of payment and deliver security with the Loans and the Administrative Agent agrees to enter into an intercreditor agreement with the Borrower such documents as the Borrower may reasonably request to evidence the release holders of such item Incremental Equivalent Debt substantially in the form of Exhibit F attached hereto (the “Incremental Equivalent Debt Intercreditor Agreement”), which intercreditor agreement shall, among other things, confirm that such Incremental Equivalent Debt and the Loans are secured by the Collateral from the assignment on a pari passu basis and security interest granted under the Security Agreement or shall be on terms reasonably acceptable to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Without limiting the provisions of Section 9.09, each of the (a) The Lenders (including in its capacities as a potential Cash Management the Issuing Bank and a potential Hedge Bankthe Swing Line Lender) irrevocably authorize the Administrative Agent and the Collateral Agent, at its option and in its discretion discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document securing the Obligations (Ax) upon termination of the Term Commitments commitments under this Agreement and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations and obligations under any Secured Swap Agreement or Secured Treasury Management Agreement) and the expiration or termination of all Letters of Credit (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Cash Management Bank or Hedge Issuing Bank shall have been made), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Loan Documents or under any other Loan Document consented to in accordance with the terms of this Agreement, or (Cz) subject to Section 11.4, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held under any Loan Document securing the Obligations to the holder of any Lien on such property that is permitted by Section 8.2(m) as in accordance with Section 10.01effect on the Closing Date; (iii) to release any Guarantor from its obligations under this Agreement and the other Loan Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Loan Documents; and (iv) at any time any Permitted Securitization Transaction is outstanding, release any Lien granted to or held by the Collateral Agent under any Loan Document on (1) any Securitization Related Property that is subject to such Permitted Securitization Transaction and (2) the Capital Stock of the Special Purpose Subsidiary for such Permitted Securitization Transaction. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property property, or to release any Guarantor from its obligations under this Agreement pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 10.10. (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, each of the Loan Parties, the Administrative Agent, the Collateral Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (d) No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any other Loan Party under the Loan Documents except as expressly provided herein or in the other Loan Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Provider and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Provider and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Loan Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Loan Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral Matters. Without limiting (a) Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of Section 9.09this Agreement or the other Loan Documents, each 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 Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or other Loan Documents which may be necessary CHICAGO/#2647830.13 to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (b) The Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ax) upon termination of the Term Commitments and payment in full of all Finance Obligations Loans and all other obligations of Borrowers hereunder and the expiration or termination of all Letters of Credit (other than (x) contingent indemnification obligations and including by means of credit bidding in accordance with Section 16.3); (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is constituting property sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under (including the release of any other Loan Document guarantor); or (Cz) subject to Section 20.1, if approved, authorized or ratified in writing by the Required Lenders; or (ii) to subordinate its interest in accordance with any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the definition of Permitted Liens (it being understood that Administrative Agent may conclusively rely on a certificate from Borrowers in determining whether the Debt secured by any such Lien is permitted by Section 10.0113.3). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release release, or subordinate its interest in in, particular types or items of property Collateral pursuant to this Section 9.1018.11. In each case as specified in this Section 9.10, the Each Lender hereby authorizes Administrative Agent will, to give blockage notices in connection with any Subordinated Debt at the Borrower’s expense, execute direction of Required Lenders and agrees that it will not act unilaterally to deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateralnotices.