Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes The Agent may, but shall not be obligated to, from time to time make such disbursements and directs advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to enter into the Security Documents Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Intercreditor AgreementCollateral, in which case the Agent will provide whatever notice is practicable). Each Lender hereby agreesThe Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and each holder of any Note shall be secured by the acceptance thereof will Collateral. The Agent Advances shall constitute Obligations hereunder which may be deemed charged to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Security DocumentsAgent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, and or in the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documentsit. (b) The Lenders Holders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and final payment and satisfaction of all of the Obligations (Loans and all other than inchoate indemnification obligations) at any time arising under Obligations; or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) Collateral constituting property being sold or otherwise disposed of (to Persons other than in the Borrower ordinary course of any Obligor’s business and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security DocumentsHolders. Upon request by the Administrative Agent at any time, the Lenders Holders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the 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 Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Holder to assure that the Collateral exists or is owned by any Credit Party the Obligors or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Note Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.07 or in any of the Security Documentsother Note Document, it being understood and 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 the Collateral as if it also is one of the Lenders Holders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany other Holder, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents and for the Intercreditor Agreementbenefit of the Lenders. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or 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. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) this Agreement and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02this Agreement, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of documentation granting such Subsidiary in a transaction permitted by the Credit DocumentsLien. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.10 8.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due Administrative Agent under this Section 8.10(d). The agreements in this Section 8.10(d) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, 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 of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) . The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Collateral Administrative Agent upon under any Collateral Document (i) upon termination payment in full of the Revolving Loan Commitments (all Term Loans and all Letters other outstanding obligations of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Borrower hereunder; (ii) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (to Persons other than including the Borrower and its Subsidiaries) upon the sale release of any guarantor); or other disposition thereof in compliance with Section 10.02, (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all b) to subordinate its interest in any Collateral to any holder of the Lenders hereunder, to the extent required a Lien on such Collateral which is permitted by Section 13.1211.2(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), (iv) as otherwise may be expressly provided in the relevant Security Documents). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents14.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes The Security Agreement, upon execution and directs delivery thereof by the parties thereto, will create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral and (i) when the Collateral constituting certificated securities (as defined in the UCC) is delivered to enter into the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Security Documents Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when Control Agreements with respect to Collateral constituting deposit accounts and securities accounts maintained by the Loan Parties are executed and delivered by the parties thereto, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in such Collateral, prior and superior in right to any other Person, and (iii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral to the extent perfection can be obtained by filing UCC financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.01. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Intercreditor Agreement. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 6.01. (c) Upon the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance recordation of intellectual property security agreements with the provisions of this Agreement United States Patent and Trademark Office or the Security DocumentsUnited States Copyright Office, as applicable, and the exercise by the Required Lenders filing of the powers set forth herein or thereinfinancing statements referred to in paragraph (a) of this Section, together with such other powers as are reasonably incidental theretothe security interest created under the Security Agreement will constitute a fully perfected security interest in all right, shall be authorized title and binding upon all interest of the Lenders. The Collateral Agent is hereby authorized on behalf Loan Parties in patents, trademarks, copyrights and exclusive copyright licenses in which a security interest may be perfected by filing in the United States of all of the LendersAmerica, without the necessity of any notice to or further consent from any Lender, from time to time in each case prior to an Event of Default, to take any action with respect and superior in right to any Collateral other Person, but subject to Liens permitted under Section 6.01 (it being understood that subsequent recordings in the United States Patent and Trademark Office or Security Documents which the United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in patents, trademarks, copyrights and liens upon exclusive copyright licenses acquired by the Collateral granted pursuant to Loan Parties after the Security DocumentsClosing Date). (bd) The Lenders hereby authorize Each Security Document, other than the Intercreditor Agreement and any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by for the Collateral Agent upon any Collateral (i) upon termination benefit of the Revolving Loan Commitments (Secured Parties, a valid and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 enforceable security interest in the Collateral as one subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Lenders and that Loan Parties in the Collateral Agent shall have no duty or liability whatsoever subject thereto, prior and superior to the Lendersrights of any other Person, except for its gross negligence or willful misconduct (as determined rights secured by a court of competent jurisdiction in a final and non-appealable decision)Liens permitted under Section 6.01.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower Silgan and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.029.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and (xii), (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1212.12(a)), (ivv) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 11.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes The Collateral Agreement, upon execution and directs delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a valid and enforceable security interest in the Collateral Agent (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the UCC) is delivered to enter into the Security Documents Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 7.03(b), in the case of each of clauses (i) and (ii). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Intercreditor Agreement. Each Lender hereby agreesproceeds thereof except as enforceability may be limited by (a) bankruptcy, insolvency or other similar laws affecting creditors’ rights and (b) general principles of equity (regarding whether such enforceability is considered in a proceeding in equity or law), and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 7.03(b). (c) Upon the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by recordation of the Required Lenders in accordance IP Security Agreements with the provisions of this Agreement United States Patent and Trademark Office or the Security DocumentsUnited States Copyright Office, as applicable, and the exercise by the Required Lenders filing of the powers set forth herein or thereinfinancing statements referred to in paragraph (a) of this Section 6.21, together with such other powers as are reasonably incidental theretothe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, shall be authorized title and binding upon all interest of the Lenders. The Loan Parties in the Intellectual Property (as defined in the Collateral Agent is hereby authorized on behalf of all of Agreement) in which a security interest may be perfected by filing with the LendersUnited States Patent and Trademark Office or the United States Copyright Office, without the necessity of any notice to or further consent from any Lender, from time to time in each case prior to an Event of Default, to take any action with respect and superior in right to any Collateral other Person, but subject to Liens permitted under Section 7.03(b) (it being understood that subsequent recordings in the United States Patent and Trademark Office or Security Documents which the United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held such Intellectual Property acquired by the Collateral Agent upon any Collateral (i) upon termination of Loan Parties after the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionFunding Date).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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, agrees that any action taken by Agent with respect to the Required Lenders Collateral in accordance with the provisions of this Agreement or the Security Loan Documents, and the exercise by the Required Lenders Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all 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 prior to an Event of Default, to take any action with respect to any Collateral or 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. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (Commitments, the payment in full of all Secured Debt and all Letters of Credit) and payment and the satisfaction of all of the Obligations other obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or those obligations surviving indefinitely pursuant to Section 11.18 hereof to the Credit Documents or the transactions contemplated hereby or thereby, extent no claims giving rise thereto have been asserted); (ii) constituting property being sold or otherwise disposed of if Borrowers certify to Agent that the sale or disposition is made in compliance with the provisions of this Agreement, including, without limitation, Section 5.12 hereof (to Persons other than and Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which a Credit Party did not own any interest at the Borrower and its Subsidiariestime the Lien was granted or at any time thereafter; (iv) upon the in connection with any foreclosure sale or other disposition thereof in compliance with Section 10.02, of Collateral after the occurrence and during the continuation of an Event of Default; or (iiiv) if approved, authorized or ratified in writing by Agent at the Required direction of all Lenders (or all of the Lenders hereunder, to the extent required by in accordance with Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents11.3 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral hereto. Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered or that the Liens granted to the Collateral Agent herein or pursuant hereto to this Agreement or the other Related Writings 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 particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the its rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.14 or in any of the Security Loan Documents, it being understood and 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, but consistent with the provisions of this Agreement, including given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)any Lender.

Collateral Matters. (a) Each Lender authorizes The Collateral Agreement, upon execution and directs delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral Agent (as defined therein) and (i) when the Pledged Securities (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) are delivered to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or thereinAdministrative Agent, together with such other powers as are reasonably incidental theretoinstruments of transfer duly endorsed in blank, 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 prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon created under the Collateral granted pursuant Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Pledged Securities (as defined in the Collateral Agreement), prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Article 9 Collateral (as defined therein) to the Security Documentsextent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02. (b) The Lenders hereby authorize Each Mortgage, upon execution and delivery thereof by the Collateral parties thereto, will create in favor of the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by for the Collateral Agent upon any Collateral (i) upon termination benefit of the Revolving Loan Commitments (Secured Parties, a legal, valid and enforceable security interest in all Letters of Credit) the applicable mortgagor’s right, title and payment interest in and satisfaction of to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided mortgagors in the relevant Security Documents. Upon request by Mortgaged Properties and the Administrative Agent at proceeds thereof, prior and superior in right to any timeother Person, the Lenders will confirm in writing the Collateral Agent’s authority but subject to release particular types or items of Collateral pursuant to this Liens permitted under Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents6.02. (c) The Upon the recordation of the Collateral Agent shall have no obligation whatsoever Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Lenders Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person Person, but subject to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or permitted 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 12.10 or in any of the Security Documents, 6.02 (it being understood and agreed that subsequent recordings in respect of the Collateral, United States Patent and Trademark Office or any act, omission or event related thereto, the Collateral Agent United States Copyright Office may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own be necessary to perfect a security interest in such Intellectual Property acquired by the Collateral as one of Loan Parties after the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decisionEffective Date).

Collateral Matters. (a) Each Lender and LC Issuer hereby irrevocably authorizes and directs the Administrative Agent and/or Collateral Agent to enter into the Security Documents for the benefit of such Lender and the Intercreditor AgreementLC Issuer. Each Lender and LC Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and LC Issuer. The Administrative Agent and Collateral Agent is are hereby authorized (but not obligated) on behalf of all of the LendersLenders and LC Issuer, without the necessity of any notice to or further consent from any Lender, Lender or LC Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Each Lender and LC Issuer hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Administrative Agent (or Collateral Agent upon Agent) under any Collateral Loan Document (iA) upon termination of each Lender’s Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the Revolving Loan Commitments (and expiration or termination of all Letters of Credit, (B) and payment and satisfaction that is sold or to be sold as part of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.0210.1, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent or Collateral Agent at any time, the Lenders each Lender and LC Issuer will confirm in writing the Administrative Agent’s and Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.13. (c) The Subject to subsection (b) above, Administrative Agent and Collateral Agent shall, and are hereby irrevocably authorized by each Lender and LC Issuer to, execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent and/or Collateral Agent for the benefit of Administrative Agent, Lenders and LC Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) neither Administrative Agent nor Collateral Agent shall be required to execute any such document on terms which, in their opinion, would expose them to or 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 Restricted Person in respect of) all interests retained by Borrower or any other Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent and Collateral Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent and Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) Neither Administrative Agent nor Collateral Agent shall have no any obligation whatsoever to the Lenders any Lender, LC Issuer or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit Party other Restricted Person or is cared for, protected or insured or that the Liens granted to the Administrative Agent or Collateral Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, 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 Administrative Agent or Collateral Agent in this Section 12.10 9.13 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders or LC Issuer. (e) Each Lender and LC Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and LC Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct LC Issuer (as determined by a court other than Administrative Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or LC Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Revolving Loan Commitments (and all Letters of CreditCredit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.029.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 12.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.029.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 12.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.029.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1212.12), (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 12.21 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 11.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes The Collateral Agreement, upon execution and directs delivery thereof by the parties thereto and effectiveness thereof, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral Agent (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to enter into the Security Documents Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02, and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such filing offices, prior and superior to the rights of any other Person, but subject to Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the Intercreditor Agreement. Each Lender hereby agreesproceeds thereof, and each holder when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Note by other Person, but subject to Liens permitted under Section 6.02. (c) Upon the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by recordation of the Required Lenders in accordance IP Security Agreements with the provisions of this Agreement United States Patent and Trademark Office or the Security DocumentsUnited States Copyright Office, as applicable, and the exercise by the Required Lenders filing of the powers set forth herein or thereinfinancing statements referred to in paragraph (a) of this Section, together with such other powers as are reasonably incidental theretothe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, shall be authorized title and binding upon all interest of the Lenders. The Loan Parties in the Intellectual Property (as defined in the Collateral Agent is hereby authorized on behalf Agreement) in which a security interest may be perfected by filing or recording in the United States of all of the LendersAmerica, without the necessity of any notice to or further consent from any Lender, from time to time in each case prior to an Event of Default, to take any action with respect and superior in right to any Collateral other Person, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or Security Documents which the United States Copyright Office may be necessary to perfect and maintain perfected the a security interest in and liens upon such Intellectual Property acquired or developed by the Collateral granted pursuant to Loan Parties after the Security DocumentsClosing Date). (bd) The Lenders hereby authorize Each Security Document, other than any Security Document referred to in the Collateral preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by for the Collateral Agent upon any Collateral (i) upon termination benefit of the Revolving Loan Commitments (Secured Parties, a valid and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 enforceable security interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)subject thereto.

Collateral Matters. (a) Each Lender and LC Issuer hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of such Lender and the Intercreditor AgreementLC Issuer. Each Lender and LC Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Majority Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and LC Issuer. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the LendersLenders and LC Issuer, without the necessity of any notice to or further consent from any Lender, Lender or LC Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Each Lender and LC Issuer hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (i1) upon termination of the Revolving Loan all Commitments (and all Letters of Credit) and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and LC Issuer shall have been made), (2) that is Disposed of or to be Disposed of as part of or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the connection with any sale or other disposition thereof in compliance with Section 10.02Disposition permitted under the Loan Documents, (iii3) subject to Section 10.1, if approved, authorized or ratified in writing by the Required Lenders Majority Lenders, or (4) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender and LC Issuer will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets 9.12, provided that the absence of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsconfirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) The Collateral Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and LC Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and LC Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to or 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 Restricted Person in respect of) all interests retained by Borrower or any other Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to the Lenders any Lender, LC Issuer or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit Party other Restricted Person or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, 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 Administrative Agent in this Section 12.10 9.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders or LC Issuer. (e) Each Lender and LC Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and LC Issuer’s security interest in assets that, except for its gross negligence in accordance with Article 9 of the UCC, can be perfected only by possession. Should any Lender or willful misconduct LC Issuer (as determined by a court other than Administrative Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or LC Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender Purchaser authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Purchasers. Each Lender Purchaser 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 Purchasers or all of the Purchasers or the Collateral Agent at the discretion of the Required Purchasers or all of the Purchasers, as applicable, in accordance with the provisions of this Agreement or the Security other Note Documents, and the exercise by the Required Lenders Purchasers, all of the Purchasers, or the Collateral Agent, 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 LendersPurchasers. The Collateral Agent is hereby authorized on behalf of all of the LendersPurchasers, without the necessity of any notice to or further consent from any LenderPurchaser, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents Note Document which may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral Liens granted pursuant to the Security Collateral Documents. (b) The Lenders Purchasers hereby authorize the Collateral Agent, at its option the election and on the instruction of the Required Purchasers (i) to, in its discretionaccordance with the terms of (and at the times specified in) the Collateral Documents, to release (x) any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination collateral in accordance with the terms of the Revolving Loan Commitments Collateral Documents, and (y) any Guarantor from its obligations under the Guaranty and all Letters of Credit) Collateral Agreement; and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold to subordinate or otherwise disposed of (release any Lien on any collateral granted to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing held by the Required Lenders (or all of the Lenders hereunder, Collateral Agent under any Collateral Document to the extent required by Section 13.12holder of any Permitted Lien described in Sections 9.6(g), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Collateral Agent at any time, the Lenders Purchasers will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral collateral, or to release any Guarantor from any guaranty, in each case, as permitted pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.3(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders Purchasers or to any other Person to assure that the Collateral any collateral exists or is owned by the Borrower or any Credit Party Subsidiary thereof or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto to the Note 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 12.10 13.3 or in any of the Security Note Documents, it being understood and 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 the Collateral any collateral as one of the Lenders Purchasers and that the Collateral Agent shall have no duty or liability whatsoever to the LendersPurchasers, except for its gross negligence or willful misconduct misconduct. Neither the Collateral Agent nor any of its directors, officers, partners, managers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (as determined by a court i) any statement, warranty or representation made in connection with any Note Document or any borrowing hereunder; (ii) the performance or observance of competent jurisdiction any of the covenants or agreements specified in a final and any Note Document; (iii) the satisfaction of any condition specified in any Note Document, except receipt of items required to be delivered to the Collateral Agent; (iv) the validity, effectiveness, sufficiency or genuineness of any Note Document or any other instrument or writing furnished in connection therewith; (v) the existence or non-appealable decision)existence of any Default or Event of Default; or (vi) the financial condition of any Loan Party. Each Purchaser acknowledges that it has, independently and without reliance upon the Collateral Agent or any other Purchaser, 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 Purchaser also acknowledges that it will, independently and without reliance upon the Collateral Agent or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Note Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter ratifies Agent’s entry into the Security Documents this Agreement and the Intercreditor AgreementLoan Documents. 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, irrevocably agrees that any action taken by the Required Lenders Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Loan Documents, and the exercise by the Required Lenders Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all of the Lenders. The Collateral Agent is hereby irrevocably authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Agent’s Liens upon the Collateral granted pursuant Collateral, for the benefit of the Secured Parties (though the Agent shall have no obligation to the Security Documents. (b) take sure actions). The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate unasserted contingent indemnification obligations) at any time arising under and termination of the Commitments; or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) the terms of this Agreement and the other Loan Documents; or if approved, authorized or ratified in writing by the Required Lenders Lenders. (or all of b) Without in any manner limiting the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 17.10(a)), each Lender agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under Section 17.10(a). Upon receipt by the Agent of confirmation from the requisite amount of Lenders of its authority to release any particular item or types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary Collateral, and upon prior written request by Borrower set forth in a certificate of the Borrower executed by an Authorized Person, the Agent shall at Borrower’s sole cost and expense (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be reasonably requested by the Borrower to evidence the release of the Liens granted to the Agent for the benefit of the Secured Parties upon such Collateral, and acknowledge and agree that any such action by the liquidation Agent shall bind the Secured Parties; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or dissolution create any obligations or entail any consequence other than the release of such Subsidiary Liens without recourse, representation or warranty, and (ii) such release shall not in a transaction permitted any manner discharge, affect or impair the Obligations or any Lien upon all interests in the Collateral retained by the Credit DocumentsBorrower or any Guarantor. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Lender to assure that the Collateral exists exists, is genuine, or is owned by Borrower or any Credit Party Guarantor or is cared for, protected or insured or has been encumbered or that the Agent’s Liens granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto any other Loan Document are valid or have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise maintain the perfection of any Agent’s Liens on the Collateral, or to continue exercising exercise at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 17.10 or in any of the Security Documentsother Loan Document, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany Lender, except upon being directed by the Required Lenders or as otherwise provided herein. (d) Notwithstanding anything set forth herein to the contrary, the Agent shall have a duty of ordinary care with respect to any Collateral delivered to the Agent or its designated representatives that is in the Agent’s or its designated representatives’ possession or control. The Agent shall not be responsible for insuring the Collateral or for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Agent will be deemed to have exercised ordinary care in the custody of the Collateral in its gross negligence possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Agent will not be liable or willful misconduct (as determined responsible for any loss or diminution in the value of any of the Collateral by a court reason of competent jurisdiction the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in a final and non-appealable decision)good faith, including, without limitation, by reason of the act or omission of the Term Lenders.

Collateral Matters. (a) Each Lender and the Issuing Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Intercreditor AgreementIssuing Lender. Each Lender and the Issuing Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 11.2, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersIssuing Lender. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersIssuing Lender, without the necessity of any notice to or further consent from any Lender, Lender or the Issuing Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the Issuing Lender hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, : (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the Issuing Lender shall have been made), (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold that is sold, transferred, assigned, financed or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale in connection with an Energy Conservation Project or other disposition thereof in compliance with Section 10.02Renewable Energy Project, (iiiD) subject to Section 11.2, if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12)Lenders, (ivE) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default or (F) as otherwise may be expressly provided in under Section 11.13; and (ii) to subordinate any Lien on any property granted to or held by the relevant Security DocumentsAgent 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, each Lender and the Lenders Issuing Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.12. (c) Subject to (b) above, the Agent is hereby irrevocably authorized by each Lender and the Issuing Lender, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of the Agent, the Lenders and the Issuing Lender herein or pursuant hereto upon the applicable Collateral; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to or 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 the Borrower or any other Credit Party in respect of) all interests retained by the Borrower or any other Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the Lenders Issuing Lender or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral 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 the Collateral Agent in this Section 12.10 10.12 or in any of the Security Collateral Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders or the Issuing Lender. (e) Each Lender and the Issuing Lender hereby appoints each other Lender as agent for the purpose of perfecting the Lenders’ and the Issuing Lender’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the Issuing Lender (as determined by a court other than the Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the Issuing Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or in a final and non-appealable decision)accordance with the Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters Existing Letter of Credit) Credit Exposure and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.029.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1212.12), (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 12.21 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 11.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not required) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Agent is hereby authorize the Collateral Agentauthorized, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral: (i) upon termination of the Revolving Loan Commitments (and payment in full of all Loans and all Letters of Credit) and payment and satisfaction of all of the other Obligations (other than inchoate indemnification obligations) at any time arising then payable under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, and under any other Loan Document; (ii) constituting property being Property sold or otherwise to be sold or disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale as part of or other in connection with any disposition thereof in compliance with Section 10.02, permitted hereunder; (iii) consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunderLenders, to as the extent required by Section 13.12)case may be, (iv) as otherwise may be expressly provided in the relevant Security Documentssubsection 9.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentssubsection 8.10(b). (c) The Collateral Agent Each Lender agrees with and in favor of each other Lender (which agreement shall have no obligation whatsoever to not be for the Lenders benefit of the Borrower or to any other Person to assure of its Subsidiaries) that the Collateral exists or is owned Borrower’s obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any Credit Party real property and/or other collateral now or is cared for, protected hereafter securing any obligations of the Borrower or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of its Subsidiaries to such Lender, whether or not the rights, authorities and powers granted or available to the same constitutes Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)hereunder.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinherein or in the other Credit Documents, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or and the Security other Credit Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders pursuant to Section 11.11; or (iii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition thereof permitted hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Borrower or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein in or pursuant hereto to any of the Collateral 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 12.10 10.10 or in any of the Security Collateral Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and other Financing Agreements for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documentsother Financing Agreements, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Documents other Financing Agreements which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security Documentsother Financing Agreements. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Collateral Agent upon under any Collateral Financing Agreement (ix) upon termination of the Revolving Loan Commitments (and payment in full of all Loans and all Letters other obligations of Credit) and payment and satisfaction of all of the Obligations Borrowers hereunder; (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiy) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (z) subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) 12.1 if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all ii) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the Lenders hereunder, to definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrowers in determining whether the extent required Debt secured by any such Lien is permitted by Section 13.1213.2), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets 11.10. Each Lender hereby authorizes Agent to give blockage notices in connection with any Subordinated Debt at the direction of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Intermediate Holdings, the Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.026.04, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 9.08) or (iv) as otherwise may be expressly provided in the relevant Security Documentsdocumentation granting such Lien. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents8.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 8.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender (including, for the avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents and for the Intercreditor Agreementratable benefit of Lenders. 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, agrees that any action taken by Administrative Agent concerning any Collateral with the Required consent of, or at the request of, Majority Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security Documentsother Loan Papers, and the exercise by Administrative Agent (with the Required Lenders consent of, or at the request of, Majority Lenders) of powers concerning the powers Collateral set forth herein or thereinin any Loan Paper, together with such other powers as are reasonably incidental theretopowers, shall be authorized and binding upon all of the Lenders. The Collateral . (b) Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of before a Default or Potential Default, to take any action with respect to any Collateral or Security Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Lender Liens upon the Collateral granted pursuant to by the Security Documents. (bc) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have has no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by any Credit Party Company or is cared for, protected for or insured or that protected. (d) Administrative Agent shall exercise the Liens granted same care and prudent judgment with respect to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, Documents as it being understood normally and agreed that customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lender Lien upon any Collateral (i) upon full payment of the CollateralObligation; (ii) constituting property being sold or disposed of as permitted under Section 9.10, if Administrative Agent determines that the property being sold or any act, omission disposed is being sold or event related disposed in accordance with the requirements and limitations of Section 9.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, the Collateral Agent may act in any manner it may deem appropriateif any, in its sole discretion, given accordance with Section 9.10; (iii) constituting property in which no Company owned any interest at the Collateral Agent’s own interest time the Lender Lien was granted or at any time thereafter; (iv) constituting property leased to any Company under a lease that has expired or been terminated in the Collateral as one of the Lenders a transaction permitted under this Agreement or is about to expire and that has not been, and is not intended by that Company to be, renewed; (v) consisting of an instrument evidencing Debt pledged to Administrative Agent (for the Collateral Agent shall have no duty benefit of Lenders), if the Debt evidenced thereby has been paid in full; or liability whatsoever (vi) if approved, authorized or ratified in writing by Majority Lenders subject to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).Section 14.10

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Xxxxxxx. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security other Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (ix) upon termination of the Revolving Loan Commitments (and payment in full of all Loans and all other obligations of Borrowers hereunder and the expiration or termination of all Letters of Credit) and payment and satisfaction Credit (including by means of all of the Obligations credit bidding in accordance with Section 16.3); (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiy) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (z) subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) 20.1 if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all ii) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the Lenders hereunder, to definition of Permitted Liens (it being understood that the extent required Administrative Agent may conclusively rely on a certificate from Borrowers in determining whether the Debt secured by any such Lien is permitted by Section 13.1213.2), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets 18.11. Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its SubsidiariesCredit Parties) upon the sale or other disposition thereof in compliance with Section 10.02Sections 10.05 or 10.06, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. The Lenders hereby authorize (i) the Collateral Agent to release (or subordinate) any Lien granted to or held by the Collateral Agent upon any Collateral consisting of Receivables or Related Assets sold pursuant to any Auto Supplier Support Transaction and (ii) the Administrative Agent and the Collateral Agent to consent to any Auto Supplier Support Transaction and enter into any related documentation required in connection with the Credit Parties’ participation in the Auto Supplier Support Program. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate) particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 12.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to appoint a collateral agent, security trustee, trustee or Person serving in a similar capacity, including an Affiliate of the Collateral Agent, in such foreign jurisdiction and authorize such collateral agent, security trustee, trustee or Person serving in a similar capacity to enter into any Foreign Security Documents governed by the laws of such jurisdiction for the benefit of the Lenders and the other Secured Creditors. Each such collateral agent, security trustee, trustee or Person serving in a similar capacity shall be entitled to all of the benefits afforded the Collateral Agent hereunder (including, but not limited to the benefits under Section 12.07 and Section 13.01) and the powers of the Collateral Agent under the Section 12, as if such collateral agent, security trustee, trustee or Person serving in a similar capacity were the Collateral Agent hereunder. (e) The Lenders hereby authorize the Collateral Agent and each such collateral agent, security trustee, trustee or Person serving in a similar capacity referred to in the Section 12.11(d) to enter into any intercreditor arrangements to reflect the relative Lien priority of, or right to receive proceeds from Collateral securing, the DIP Facility relative to the Prepetition Facility and such other matters as may be incidental thereto.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to or during an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.028.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 11.13) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Facility Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.11. (c) The Lenders hereby agree to, and direct the Facility Agent and the Collateral Agent to, automatically release any Subsidiary Guarantor from the Subsidiaries Guaranty (i) upon payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is wound up, liquidated, dissolved, merged consolidated or amalgamated in compliance with Section 8.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 11.13) or (iv) as otherwise may be expressly provided in the Subsidiaries Guaranty. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (e)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10.11(e)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Parent, any Subsidiary of Parent, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and for the Intercreditor Agreementratable benefit of Lenders. 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, agrees that any action taken by Agent concerning any Collateral with the Required consent of, or at the request of, Determining Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security other Loan Documents, and the exercise by Agent (with the Required Lenders consent of, or at the request of, Determining Lenders) of powers concerning the powers Collateral set forth herein or thereinin any Loan Document, together with such other powers as are reasonably incidental theretopowers, shall be authorized and binding upon all of the Lenders. The Collateral . (b) Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of before a Default or Potential Default, to take any action with respect to any Collateral or Security Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Lender Liens upon the Collateral granted pursuant to by the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have has no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by any Credit Party Company or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent for the Collateral Agent herein or pursuant hereto benefit of Lenders under the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced enforced, or are entitled to any particular priority, or to . (d) Agent shall 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 same care and powers granted or available prudent judgment with respect to the Collateral Agent in this Section 12.10 or in any of and the Security Documents, Documents as it being understood normally and agreed that customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize Agent, at its option and in its discretion, to release any Lender Lien upon any Collateral (i) upon full payment of the CollateralObligation; (ii) constituting property being sold or disposed of as permitted under SECTION 9.10, if Agent determines that the property being sold or any act, omission disposed is being sold or event related disposed in accordance with the requirements and limitations of SECTION 9.10 and Agent concurrently receives all mandatory prepayments with respect thereto, the Collateral Agent may act in any manner it may deem appropriateif any, in its sole discretionaccordance with SECTION 9.10; or (iii) if approved, given the Collateral Agent’s own interest authorized or ratified in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the writing by Determining Lenders, except for its gross negligence subject to SECTION 14.10(a)(v). Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or willful misconduct (as determined by a court items of competent jurisdiction in a final and non-appealable decisionCollateral under this SECTION 13.9(e).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any Collateral granted to or held by the Collateral Agent upon Administrative Agent, for the benefit of the Secured Parties, under this Agreement or any Collateral other Transaction Document (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under as provided in Section 2.11 or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by in accordance with Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents11.01. Upon request by the Administrative Agent at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release its interest in particular types or items of Collateral pursuant to property. In each case as specified in this Section 12.10 7.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Facility Servicer such documents as the Facility Servicer may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under this Agreement or (v) constituting Equity Interests or assets of any Subsidiary the other Transaction Documents in accordance with the terms of the Borrower upon Transaction Documents and this Section 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 liquidation existence, value or dissolution collectability of such Subsidiary in a transaction permitted the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Credit DocumentsBorrower or the Facility Servicer 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 Collateral 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 Collateral Administrative Agent shall monitor any UCC financing statements filed by the Initial Lender in connection with this Agreement solely to the extent that the Initial Lender provides such financial statements to the Administrative Agent. The Administrative Agent shall notify the Lenders when the time-period to file continuation statements for such financing statements has commenced and at least 60 days prior to the date such financing statements would terminate; provided that the Administrative Agent shall have no liability or obligation whatsoever to the Lenders or to file any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral such continuation statements. The Administrative Agent shall have no other duty to see to, or liability whatsoever 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 Lendersmaintenance of any such recording or filing or depositing or to any rerecording, except for its gross negligence refilling or willful misconduct (as determined by a court re-depositing of competent jurisdiction in a final and non-appealable decision)any thereof.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into accept the Security other Credit Documents and for the Intercreditor Agreement. Each Lender hereby agrees, and each holder benefit 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized authorized, on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action action, in its sole discretion, with respect to any Collateral or Security Documents Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documentsthis Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment in immediately available funds and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property Property being sold or otherwise disposed of (to Persons other than upon receipt of the Borrower and its Subsidiaries) upon proceeds of such sale by Agent if the sale or disposition is permitted under this Agreement or any other disposition thereof Credit Document or is made by Agent in compliance with Section 10.02, the enforcement of its rights hereunder following the occurrence of an Event of Default or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all Lenders (hereunder; provided, however, that Agent may, in its discretion, upon request by Borrowers, release Agent’s Liens on Collateral value in the aggregate not in excess of $1,000,000 during any one year period without the prior written approval or all authorization of any of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsother Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Borrowers or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 11.10 or in any of the Security Credit Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.029.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 12.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 11.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower Parent and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.028.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 11.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, 9.02 or (iii) if approved, authorized or ratified in writing by the Required Lenders (or unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred, provided, 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 obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Credit Party or any of its Subsidiaries in respect of) all interests retained by any Credit Party or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) to the extent the Borrower or any of its Subsidiaries enters into any operating lease which does not cause a violation of the terms of this Agreement, the Collateral Agent is authorized to enter into such disclaimers of a security interest in the assets subject to such operating lease, or such releases or subordinations of the assets subject to such operating lease, as may be reasonably requested by the Borrower or such Subsidiary in connection therewith and (ii) in connection with the incurrence of any Indebtedness permitted to remain outstanding pursuant to Section 9.04(iv), at the reasonable request of the Borrower, the Collateral Agent shall, and is hereby authorized to, enter into such releases or subordinations of security interests in the assets securing such Indebtedness in accordance with the relevant requirements of Section 9.01, all as may be requested by the Borrower. In taking any actions pursuant to the requirements of this Section 12.10(e), the Collateral Agent shall be entitled to rely on a certificate of an officer of the Borrower as to its entitlement to such release, subordination or other action, and shall have no liability in connection therewith.". 12. The Lenders hereby waive any Event of Default that may have arisen pursuant to Section 10.01 of the Credit Agreement or Section 3 of the Consent and Agreement to Credit Agreement, dated as of July 31, 2002, among the Borrower, the Lenders and the Administrative Agent (the "Consent"), solely as result of the failure of the Borrower to apply the Net Sale Proceeds from the sale of the capital stock of Manitowoc Boom Trucks, Inc. (the "Boom Trucks Proceeds") in accordance with the requirements of Sections 4.02(e), (i) and (j) of the Credit Agreement or Section 2(i) of the Consent, as the case may be, so long as (and only so long as) the Borrower uses cash on hand or the proceeds of Revolving Loans (incurred in accordance with the relevant requirements of the Credit Agreement) in an amount equal to the amount of the Boom Trucks Proceeds on the last day of the first Interest Period applicable to any Borrowing of Term Loans to expire after the Second Amendment Effective Date (or, if the Second Amendment Effective Date has not occurred on or prior to February 6, 2003, the Business Day following the Second Amendment Effective Date), to repay Term Loans in accordance with the requirements of Section 4.01(a) of the Credit Agreement.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into accept the Security other Credit Documents and for the Intercreditor Agreement. Each Lender hereby agrees, and each holder benefit 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized authorized, on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action action, in its sole discretion, with respect to any Collateral or Security Documents Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documentsthis Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment in immediately available funds and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property Property being sold or otherwise disposed of (to Persons other than upon receipt of the Borrower and its Subsidiaries) upon proceeds of such sale by Agent if the sale or disposition is permitted under this Agreement or any other disposition thereof Credit Document or is made by Agent in compliance with Section 10.02, the enforcement of its rights hereunder following the occurrence of an Event of Default or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is in the possession of a custodian pursuant to the Custodian Agreement or is owned by any Credit Party Borrowers or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 11.10 or in any of the Security Credit Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor other Secured Creditors. In addition, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the intercreditor agreements required in connection with the issuance of Permitted First Lien Notes and Permitted Second Lien Notes (which interecreditor agreements shall be deemed to constitute Security Documents for all purposes of this Agreement) and any amendments to the Security Documents that may be necessary in connection therewith for the benefit of the Lenders and the Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or the last sentence of each of Sections 10.01 and 10.02. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets 12.10; provided that any Lender that does not respond to such request within fifteen days of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted it being made by the Credit DocumentsCollateral Agent shall have deemed to have confirmed the Collateral Agent’s authority to release the Collateral. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Agents and each Secured Creditor hereby agree that (i) no Secured Creditor shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised by the Administrative Agent, on behalf of the Secured Creditors in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent or on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral or any Lender may be the purchaser or licensor 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 Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless 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. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.09. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 12.09 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender Secured Creditor hereby authorizes and directs the Administrative Agent or the Collateral Agent Agent, as applicable, to enter into the Security Documents Documents, the Intercreditor Agreements for the benefit of the Lenders and the Intercreditor other Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Indebtedness permitted hereby, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as is expressly permitted hereby)); provided, that neither the Administrative Agent nor the Collateral Agent shall 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 ABL Secured Hedging Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release or subordinate, as applicable, any Lien granted to or held by the Collateral Agent upon any Collateral (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any ABL Secured Hedging Agreement) (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligationsand reimbursement obligations and other than obligations in respect of any ABL Secured Hedging Agreement) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, whether or not on the date of such release there may be outstanding Obligations in respect of ABL Secured Hedging Agreements, (ii) constituting property being sold or otherwise disposed of (to Persons other than Parent and the Borrower and its SubsidiariesCredit Parties) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents, in the Intercreditor Agreements or the last sentence of each of Sections 10.01 (so long as the Priming Term Loan Agent has released or concurrently releases its Lien on such Collateral) and 10.02, (v) constituting property following or concurrently with a sale or other disposition (to Persons other than Parent and the other Credit Parties) of a Subsidiary of Parent in compliance with Section 10.02, constituting property owned by such Subsidiary or (vi) constituting property subject to (or which will become subject to promptly following such release) Liens pursuant to Section 9.01(f) or (m), and the Collateral Agent shall promptly, at the written request of the Borrowers, release or subordinate, as applicable, the Collateral Agent’s Liens on such property; provided, that the Borrowers have delivered to the Agents a certificate executed by an Authorized Officer of the Borrowers certifying that the applicable transaction is permitted under the Credit Documents (and the Required Lenders hereby authorize and direct the Agents to conclusively rely on such certificate in performing their obligations under this sentence). Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than inchoate indemnification and reimbursement obligations and obligations in respect of any ABL Secured Hedging Agreement) have been paid in full and all Commitments have terminated or expired, in each case, in accordance with the terms of this Agreement, upon request of the Borrowers, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any ABL Secured Hedging Agreement) take such actions as shall be required to release all guarantee obligations provided for in any Credit Document, whether or not on the date of such release there may be outstanding Obligations in respect of ABL Secured Hedging Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its or their property, or otherwise, all as though such payment had not been made. (c) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (cd) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Anything contained in any of the Credit Documents to the contrary notwithstanding, Parent, the other Credit Parties, the Administrative Agent, the Collateral Agent and each other Secured Creditor hereby agree that (i) no Secured Creditor other than the Administrative Agent or Collateral Agent, as applicable, shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty; 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 or the Collateral Agent, as applicable, for the benefit of the Secured Creditors in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Creditors in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral 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 Collateral Agent, as agent for and representative of the Secured Creditors (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 Collateral Agent at such sale or other disposition.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter ratifies Agent’s entry into the Security Documents this Agreement and the Intercreditor AgreementLoan Documents. 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, irrevocably agrees that any action taken by the Required Lenders Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Loan Documents, and the exercise by the Required Lenders Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all of the Lenders. The Collateral Agent is hereby irrevocably authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Agent’s Liens upon the Collateral granted pursuant Collateral, for the benefit of the Secured Parties (though the Agent shall have no obligation to the Security Documents. (b) take sure actions). The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate unasserted contingent indemnification obligations) at any time arising under and termination of the Commitments; or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) the terms of this Agreement and the other Loan Documents; or if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12(as applicable), . (ivb) as otherwise may be expressly provided Without in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing 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 17.10(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 17.10(a). Upon receipt by the Collateral Agent of confirmation from the requisite amount of Lenders of its authority to release any particular item or types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary Collateral, and upon prior written request by Borrower set forth in a certificate of the Borrower executed by an Authorized Person, the Collateral Agent shall at Borrower’s sole cost and expense (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be reasonably requested by the Borrower to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders upon such Collateral, and acknowledge and agree that any such action by the Collateral Agent shall bind the Lenders; 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, representation or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon the liquidation interests in the Collateral retained by Borrower or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsany Guarantor. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Lender to assure that the Collateral exists exists, is genuine, or is owned by Borrower or any Credit Party Guarantor or is cared for, protected or insured or has been encumbered or that the Agent’s Liens granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto any other Loan Document are valid or have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise maintain the perfection of any Agent’s Liens on the Collateral, or to continue exercising exercise at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 17.10 or in any of the Security Documentsother Loan Document, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany Lender or otherwise, except upon being directed by the Required Lenders as otherwise provided herein. (d) Notwithstanding anything set forth herein to the contrary, the Agent shall have a duty of ordinary care with respect to any Collateral delivered to the Agent or its designated representatives that is in the Agent’s or its designated representatives’ possession or control. The Agent shall not be responsible for insuring the Collateral or for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Agent will be deemed to have exercised ordinary care in the custody of the Collateral in its gross negligence possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Agent will not be liable or willful misconduct (as determined responsible for any loss or diminution in the value of any of the Collateral by a court reason of competent jurisdiction the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in a final and non-appealable decision)good faith.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents (which, for purposes of this Section 12, also shall include all Cash Management Control Agreements, Landlord Personal Property Collateral Access Agreements, bailee agreements and similar agreements) and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties. 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 in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security DocumentsIntercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Total Revolving Loan Commitments Commitment (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower Company and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm last sentence of each of Sections 10.01 and 10.02 or in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsIntercreditor Agreement. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security other Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Collateral Administrative Agent upon under any Collateral Document (ix) upon termination of the Revolving Loan Commitments (and payment in full of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit) and payment and satisfaction Credit (including by means of all of the Obligations credit bidding in accordance with Section 15.3); (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiy) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (z) subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) 19.1 if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all ii) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the Lenders hereunder, to definition of Permitted Liens (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the extent required Debt secured by any such Lien is permitted by Section 13.1212.3), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets 17.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to (x) enter into the Security Documents and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties and (y) enter into any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence of any Loan Party or any Subsidiary thereof of Additional Indebtedness (the “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents). 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 Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security DocumentsIntercreditor Agreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or 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. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, at its option as applicable, to, and in its discretionthe Administrative Agent and the Collateral Agent, to as applicable, shall release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof Disposition of such Collateral (to a Person other than a Loan Party) expressly permitted under Section 7.6, including sales in compliance with Section 10.02the ordinary course of business, (iii) upon any merger, amalgamation, consolidation, sale, lease, transfer or other Disposition expressly permitted under Section 7.5(d) and (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), 10.1) or (ivv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will shall confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 10.18. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this subsection 9.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.10 9.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court Section 10.18 with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to (1) release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.0211.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 14.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents, and (2) release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under the Credit Documents or is otherwise permitted to be released from the applicable Guaranty pursuant to the Credit Documents. Upon request by the Administrative any Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or Guarantors from its obligations under the Subsidiaries Guaranty pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 13.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Intercreditor AgreementL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C Issuer hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (iA) upon termination of the Revolving Loan Aggregate Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligations and (2) 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, (B) and payment and satisfaction that is sold or to be sold as part of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.0210.01, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.11. (c) The Collateral Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or 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 constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral 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 the Collateral Administrative Agent in this Section 12.10 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as Administrative Agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Administrative Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. The Borrower shall, and shall cause each Subsidiary to, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments, and do such further acts, as the Collateral Agent may reasonably request from time to time in order: (a) Each Lender authorizes to ensure that (i) the obligations of the Borrower hereunder and directs under the Collateral Agent other Financing Agreements (as defined in the Intercreditor Agreement) are secured by substantially all assets of the Borrower, subject to enter into the exceptions set forth in Exhibit A-3 and guaranteed, pursuant to the Subsidiaries Guaranty, by all Subsidiaries (including, promptly upon the acquisition or creation thereof, any Subsidiary created or acquired after the Effective Date), and (ii) the obligations of each Subsidiary under the Subsidiaries Guaranty are secured by substantially all of the assets of such Subsidiary, and (b) to perfect and maintain the validity, effectiveness and priority of any of the Security Documents and the Intercreditor AgreementLiens intended to be created thereby, subject to the exceptions set forth in Exhibit A-3. Each Lender hereby agreesWithout limiting the generality of the foregoing, the Borrower shall, and shall cause each holder of any Note by Subsidiary to, take the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or actions in respect of this Agreement or Collateral set forth on Exhibit A-3 within the Credit Documents or times set forth therein. Contemporaneously with the transactions contemplated hereby or therebyexecution and delivery of any document referred to above, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower shall, and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02shall cause each Subsidiary to, (iii) if approveddeliver all resolutions, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) opinions and corporate documents as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 reasonably request to confirm the Collateral Agent’s own interest in enforceability of such document and the Collateral as one perfection of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenderssecurity interest created thereby, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)if applicable.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary or desirable to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiariesthe Subsidiary Guarantors) upon the sale or other disposition thereof in compliance with Section 10.028.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 11.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under the Guaranty and Collateral Agreement if expressly provided for by the terms of this Agreement. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby, irrevocably authorizes and directs the Collateral Agent Agent: (i) to enter into the Security Collateral Documents and for the Intercreditor Agreement. Each Lender hereby agrees, and each holder benefit 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, Person; (ii) without the necessity of any notice to or further consent from any Lender, such Person from time to time prior to an Event of Default, to take any action with respect to the Collateral Documents, any Collateral or Security any other property the subject of any Collateral Documents which that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral collateral granted pursuant to the Security Loan Documents. ; (biii) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document: (iA) upon termination of the Revolving Loan aggregate Commitments (and when all Letters of Credit) and payment and satisfaction of all of the Obligations have been paid in full (other than inchoate unasserted contingent indemnification obligations) at obligations and any time arising under or in respect other obligations which, by their terms, are to survive the termination of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Agreement); (iiB) constituting property being that is sold or otherwise disposed of to be sold as permitted hereunder or under any other Loan Document; (C) subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.0212.7, (iii) if approved, authorized or ratified in writing by Required Lenders; or (D) in connection with any commercially reasonable foreclosure sale or other commercially reasonable disposition of any property after the Required Lenders (or all occurrence of the Lenders hereunder, to the extent required by Section 13.12), an Event of Default; and (iv) as otherwise may be expressly provided in to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the relevant Security Documentsholder 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 Lenders each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 12.10 13.11. (b) Subject to Section 13.11(a)(iii) and Section 13.11(a)(iv), Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release or subordination of Liens granted to Agent herein or pursuant hereto upon the applicable property; provided that: (vi) constituting Equity Interests Agent shall not be required to execute any such document on terms that, in Agent’s opinion, would expose Agent to or assets 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 constitute part of the collateral. In the event of any Subsidiary sale or transfer of collateral, or any foreclosure with respect to any collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the Borrower upon the liquidation proceeds of any such sale, transfer or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsforeclosure. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral any collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral 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 the Collateral Agent in this Section 12.10 13.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateralany collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral any collateral as one of the Lenders and that Lenders. (d) Each Lender hereby appoints each other such Person as agent for the Collateral Agent shall have no duty purpose of perfecting Agent’s or liability whatsoever to the Lenderssuch Person’s security interest in assets that, except for its gross negligence in accordance with Section 9 or willful misconduct Division 9 (as determined applicable) of the UCC, can be perfected only by a court possession. Should any such Person (other than Agent) obtain possession of competent jurisdiction any such collateral, such Person shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such collateral to Agent or in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs The Lenders irrevocably authorize Administrative Agent or the Collateral Agent to enter into the Security Documents Agent, as applicable, at their option and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenderstheir discretion, without the necessity of any notice to or further consent from the Secured Parties: (i) to release any LenderLien on any property granted to or held by the Collateral Agent under any Security Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnifications obligations), from time (B) that is sold or to time prior be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, as contemplated by Section 9.17 or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; *Information marked with an Event of Default, asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (ii) to take any action actions with respect to any Collateral or Security Documents which may be necessary or desirable to perfect and maintain perfected the security interest Acceptable Security Interests in and liens Liens upon the Collateral granted pursuant to the Security DocumentsDocuments or for the preservation or protection of Collateral; and (iii) to take any action in exigent circumstances as may be reasonably necessary or desirable to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) The Lenders hereby authorize Upon the request of the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents8.9. (c) The Borrower hereby irrevocably appoints each Agent as the Borrower’s attorney-in-fact, with full authority to, after the occurrence and continuance of an Event of Default, act for the Borrower and in the name of the Borrower to, in such Agent’s discretion upon the occurrence and during the continuance of an Event of Default, (i) file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Borrower where permitted by law, (ii) to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask, demand, collect, sxx for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iv) to file any claims or take any action or institute any proceedings which such Agent may reasonably deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral and (v) if the Borrower fails to perform any covenant contained in this Agreement or the other Security Documents after the expiration of any applicable grace periods, either Agent may itself perform, or cause performance of, such covenant, and the Borrower shall pay for the expenses of the Agents incurred in connection therewith in accordance with Section 9.4. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) The powers conferred on the Agents under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, each Agent and each Lender shall have no obligation whatsoever to the Lenders or duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other Person rights pertaining thereto. Each Agent shall be deemed to assure that have exercised reasonable care in the custody and preservation of the Collateral exists or in its possession if the Collateral is owned by any Credit Party or is cared for, protected or insured or accorded treatment substantially equal to that the Liens granted to which the Collateral Agent herein accords its own property. Neither Agent nor any Lender shall be liable or pursuant hereto have been properly responsible for any loss or sufficiently or lawfully created, perfected, protected or enforced or are entitled damage 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 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or for 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 diminution in the Collateral as one value thereof, by reason of the Lenders act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrower or selected by any Agent in good faith. *Information marked with an asterisk herein has been omitted and that filed separately with the Collateral Agent shall have no duty or liability whatsoever Commission pursuant to the Lenders, except a request for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)confidential treatment.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Security Agent to enter into the Security Documents and the Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Second Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Permitted Pari Passu Refinancing Debt, or any Permitted Junior Priority Refinancing Debt or other Junior Lien Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)). 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Security Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Security Agent, (1) at its option and in its discretion, to release any Lien granted to or held by the Collateral Security Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification and reimbursement obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Parent, Holdings and the Borrower and its SubsidiariesQualified Credit Parties) upon the sale or other disposition thereof in compliance with Section 10.029.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1212.12), (iv) as otherwise may be expressly provided in the relevant Security Documents, in the Intercreditor Agreement and Other Intercreditor Agreements or the last sentence of each of Sections 9.01 (so long as the ABL Agent has released or concurrently releases its Lien on such Collateral) and 9.02, (v) constituting property (x) owned by any Unrestricted Subsidiary permitted to be designated as such pursuant to the terms of this Agreement or (y) following or concurrently with a sale or other disposition (to Persons other than Parent, Holdings and the Qualified Credit Parties) of a Subsidiary of Parent in compliance with Section 9.02, constituting property owned by such Subsidiary or (vi) constituting property subject to a Sale/Leaseback Transaction permitted hereunder or property subject to (or which will become subject to promptly following such release) Liens pursuant to Section 9.01(f), 9.01(g) or 9.01(m) and (2) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Security Agent under any Credit Document (i) upon payment in full of all Obligations, (ii) at the time the property subject to such Lien is sold, transferred or otherwise disposed or to be sold, transferred or otherwise disposed as part of or in connection with any disposition permitted hereunder or under any other Credit Document, (iii) subject to Section 12.12, 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 Guaranty pursuant to Section 9.02, and the Security Agent shall, at the written request of the Borrower, release the Security Agent’s Liens on such property. The Lenders hereby further authorize the Administrative Agent to release from its Guaranty any Unrestricted Subsidiary permitted to be designated as such pursuant to the terms of this Agreement (provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any of the ABL Loan Documents, or continues to be a guarantor of any Junior Lien Debt), or any Subsidiary of Parent upon the sale or other disposition thereof (to Persons other than Parent, Holdings and the Qualified Credit Parties) in compliance with Section 9.02, and the Administrative Agent shall, at the written request of the Borrower, release such Unrestricted Subsidiary or Subsidiary of Parent sold or disposed of in compliance with Section 9.02 from its Guaranty. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Security Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (c) The Collateral Security Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Security Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Security Agent in this Section 12.10 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Security Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Security Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably (i) designates and appoints MSSF as Collateral Agent for the Lenders and the other Secured Creditors and (ii) authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. MSSF hereby accepts such appointment as Collateral Agent subject to its resignation rights pursuant to Section 13.09. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate unasserted indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Bridge Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its SubsidiariesCredit Parties) upon the sale or other disposition thereof in compliance with Section 10.0211.03, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 14.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 13.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the Revolving Loan all Commitments (and all Letters of Credit) and payment and satisfaction of all in full of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than the Borrower Parent Guarantor and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.028.02, (iii) in connection with any Flag Jurisdiction Transfer, provided that the requirements thereof are satisfied by the relevant Credit Party, and (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 11.13) or (ivv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Parent Guarantor, any Subsidiary of the Parent Guarantor, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Collateral Agent upon any Collateral (iA) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiB) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiariesa Credit Party) upon the sale or other disposition thereof in compliance with Section 10.02, (iiiC) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (ivD) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below or (E) as otherwise may be expressly provided in the relevant Security Documents, (ii) at the request of the U.S. Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01 but only to the extent Section 10.01 permits such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents and (iii) to release any Subsidiary Guarantor from its obligations under any Credit Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or guarantees pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by either Borrower or any Credit Party of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 12.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) For greater certainty, and without limiting the powers of the Collateral Agent hereunder or under any of the other Credit Documents, the Borrowers hereby acknowledge that the Collateral Agent shall, for purposes of holding any security granted by any Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of any Credit Party under any bond or debenture (the Quebec Secured Obligations), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or debenture. Each Lender, for itself and for all present and future affiliates that are or may become a Lender, hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by each Credit Party in the Province of Quebec to secure the Quebec Secured Obligations. Each assignee (for itself and for all present and future affiliates) of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation. The substitution or replacement of the Administrative Agent pursuant to Section 12.10 shall also constitute the substitution or replacement of the fondé de pouvoir. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any bond or debenture. The Borrowers hereby acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The fondé de pouvoir shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies given to the fondé de pouvoir pursuant to any hypothec, bond, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent, mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to an indemnification by the Lender, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.

Collateral Matters. (a) Each Lender hereby irrevocably (i) designates and appoints MSSF as Collateral Agent for the Lenders and the other Secured Creditors and (ii) authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. MSSF hereby accepts such appointment as Collateral Agent subject to its resignation rights pursuant to Section 13.09. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate unasserted indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its SubsidiariesCredit Parties) upon the sale or other disposition thereof in compliance with Section 10.0211.03, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 14.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 13.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) . The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Collateral Administrative Agent upon under any Collateral Document (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or being Paid in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Full; (ii) constituting property being sold or otherwise to be sold or disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale as part of or other in connection with any disposition thereof in compliance with Section 10.02, permitted hereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all b) to subordinate its interest in any Collateral to any holder of the Lenders hereunder, to the extent required a Lien on such Collateral which is permitted by Section 13.1211.2(d) (it being understood that the Administrative Agent may conclusively rely on a certificate from the Company in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b), (iv) as otherwise may be expressly provided in the relevant Security Documents). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 14.12. Each Lender hereby authorizes the Administrative Agent to give all notices and take all actions in connection with any Subordinated Debt or (v) constituting Equity Interests Investment Note Debt in its discretion or assets at the discretion and direction of any Subsidiary Required Lenders. Each Lender acknowledges and agrees that the Administrative Agent is authorized to execute and deliver the Subordination Agreement on behalf of such Lender and each Lender agrees to be bound by the terms, conditions and provisions of the Borrower upon Subordination Agreement as if it had executed the liquidation or dissolution of such Subsidiary in a transaction permitted by Subordination Agreement. Each Lender agrees that the Credit Administrative Agent is authorized to act on its behalf for all matters pertaining to the Subordination Agreement and the Investment Note Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its sole discretion, to release any Lien granted to or held by the Collateral Agent Agent’s Liens upon any Collateral (i) upon the termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction in full by the Borrowers of all Loans and Letter of Credit Obligations, and the Obligations termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Obligations; (ii) constituting property being sold or otherwise disposed of (if the Borrowers’ Agent certifies to Persons other than the Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 10.027.9 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) if approved, authorized constituting property in which the Obligors owned no interest at the time the Lien was granted or ratified in writing by the Required Lenders (at any time thereafter; or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement. Except as otherwise may be expressly provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its discretion, release the Agent’s Liens on any Subsidiary being sold (whether through a stock or asset sale), and on Collateral valued in the relevant Security Documentsaggregate not in excess of $5,000,000 during each Fiscal Year, with the prior written authorization of the Required Lenders. Upon request by the Administrative Agent or the Borrowers’ Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.10 12.11. (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.11(a) from the Lenders of the Agent’s authority to release the Agent’s Liens upon particular types or items of Collateral, and upon at least five (v5) constituting Equity Interests Business Days prior written request by the Borrowers’ Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral (including amendments or assets terminations of UCC financing statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being released in its entirety from its obligations, if any, under the Loan Documents); provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligor in respect of) all interests retained by the applicable Obligor, including the proceeds of any sale, all of which shall continue to constitute part of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsCollateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Obligor or is cared for, protected or insured or has been encumbered, or that the Agent’s Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in pursuant to any of the Security Loan Documents, it being understood and 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 the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)foregoing.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to enter into take the Security Documents actions to be taken by them as set forth in Sections 7.04 and the Intercreditor Agreement10.24. 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 the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Collateral 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. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 9.12. In each case as specified in this Section 9.12, Section 7.04 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or (v) constituting Equity Interests subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or assets to evidence the release of any Subsidiary such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Loan Documents. (c) , this Section 9.12, Section 7.04 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 9.12, Section 7.04, Section 10.24 or in any of the Security Collateral Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents and the Intercreditor AgreementAgreement and any Term Collateral Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement and any Term Collateral Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Section 2.9 and any Extension Amendment as provided in Section 2.10). Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security DocumentsIntercreditor Agreement and any Term Collateral Intercreditor Agreement (both as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or 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. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, discretion (A) to release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 10.028.4, (iii) constituting property being sold pursuant to an agreement in effect on the date of this Agreement with respect to real property located in Hapeville, Georgia and Norfolk, Virginia, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), 11.1) or (ivv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments and (B) to subordinate any Lien on any Excluded Assets (as defined in the Guarantee and Collateral Agreement) or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.1. Upon request by the Administrative Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s authority under this Section 10.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.10 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court and in accordance with Section 11.1 with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) hereby irrevocably authorize Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, discretion to release any Lien granted to or held by the Collateral Agent upon any of the Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Commitment and payment and satisfaction of all of the non-contingent Obligations (other than inchoate indemnification obligations) at any time arising and delivery of cash collateral to the extent required under Section 2.3(a); or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the if such sale or other disposition thereof in compliance with Section 10.02, is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement); or (iii) constituting property in which applicable Credit Party did not own an interest at the time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the other Financing Agreements, including any intercreditor agreement; or (v) approved, authorized or ratified in writing by in accordance with Section 11.14 hereof. Lenders hereby irrevocably authorize Agent to subordinate its Lien upon the Required specific Collateral on which another Person has a Lien as permitted under Section 8.2 and if such Person will not permit Agent to retain its Lien on such Collateral, Lenders (or all hereby irrevocably authorize Agent to release its Lien upon such Collateral. Except as provided above, Agent will not release any Lien upon any of the Lenders hereunderCollateral without the prior written authorization required in accordance with Section 11.14 hereof. In addition, each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) hereby irrevocably authorizes Agent at its option and in its discretion to the extent required release or terminate any Control Agreements entered into pursuant to Section 7.14(b) as contemplated by Section 13.12), 7.14(c) without any further consent or action by such Lender or any of its Affiliates. (ivb) as otherwise may be expressly provided Without in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by Agent, the authority to release particular types Collateral conferred upon Agent under this Agreement. Agent shall (and is hereby irrevocably authorized by Lenders to) execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of the Liens granted to Agent upon any Collateral or items to evidence the release of Collateral pursuant to such Credit Party from its Obligations under the Financing Agreements in each case in accordance with the terms of the Financing Agreements and this Section 12.10 11.10; provided, that, such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (v) constituting Equity Interests or assets obligations of any Subsidiary of Credit Party in respect of) the Borrower upon the liquidation or dissolution of Collateral retained by such Subsidiary in a transaction permitted by the Credit DocumentsParty. (c) The Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Collateral Agent herein or 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 or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 Agreement or in any of the Security Documentsother Financing Agreements, it being understood and 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 the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender. (d) Each Lender hereunder (i) agrees that it will be bound by and will take no actions contrary to the Lendersprovisions of the Intercreditor Agreement, except for its gross negligence as applicable, and (ii) authorizes and instructs Agent, to the extent required by the terms of the Financing Agreements, to enter into any Intercreditor Agreements contemplated by this Agreement as Agent on behalf of such Lender. Each Lender hereby further agrees that (i) Agent may, from time to time on and after the Closing Date, without any further consent of any Lender, enter into any Intercreditor Agreement, any subordination agreement or willful misconduct (as determined other intercreditor agreement contemplated by this Agreement with the collateral agent or other representatives of the holders of Debt that is permitted to be secured by a court Lien on the Collateral under this Agreement, in each case, in order to effect the relative priority of competent jurisdiction Liens on the Collateral and to provide for certain additional rights, obligations and limitations in a final respect of, any Liens permitted by the terms of this Agreement to be pari passu with or junior or senior to the Liens securing the Obligations with respect to part or all of the Collateral, which are, in each case, incurred in accordance with this Agreement, and non-appealable decision)to establish certain relative rights as between the holders of the Obligations and the holders of the Debt secured by such Liens, and (ii) such Intercreditor Agreements and any other subordination agreement or intercreditor agreement referred to in the foregoing clause (i) entered into by Agent shall be binding on the Secured Parties.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, 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 of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) . The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Collateral Administrative Agent upon under any Collateral Document (i) upon termination of the Revolving Loan Commitments (and payment in full of all Loans and all other outstanding obligations of Borrower hereunder and the expiration or termination or Cash Collateralization of all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, ; (ii) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (to Persons other than including the Borrower and its Subsidiaries) upon the sale release of any guarantor); or other disposition thereof in compliance with Section 10.02, (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all b) to subordinate its interest in any Collateral to any holder of the Lenders hereunder, to the extent required a Lien on such Collateral which is permitted by Section 13.1211.2(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), (iv) as otherwise may be expressly provided in the relevant Security Documents). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of 14.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSubordinated Debt. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebythereby (other than those arising from indemnities for which no claim has been made), (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower Canadian Parent and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, 9.02 or (iii) if approved, authorized or ratified in writing by the Required Lenders (or unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred, provided, 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 obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Canadian Parent or any of its Subsidiaries in respect of) all interests retained by the Canadian Parent or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any foreclosure or similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the costs and expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected any of its Subsidiaries or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into such security documents for the Security Documents benefit of the Lenders and the Intercreditor Agreementother Secured Creditors as the Administrative Agent deems necessary or appropriate to give effect and to maintain the security interest granted to the Secured Creditors in the Collateral under the Orders. 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 hereunder, to the extent required by Section 13.12) in accordance with the provisions of this Agreement or the Security Credit Documents, and the exercise by the Required Lenders (or all the Lenders, as the case may be) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents any security documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security DocumentsOrders. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions trans­actions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed dis­posed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition disposi­tion thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in this Agreement and the relevant Security other Credit Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.10 or in any of the Security Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender Bank hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents and for the Intercreditor Agreementbenefit of such Bank. Each Lender Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin ss.24, any action taken by the Required Lenders Majority Banks, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders Majority Banks 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 LendersBanks. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any Lender, Bank from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or 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. (b) The Lenders Each Bank hereby authorize irrevocably authorizes the Collateral Agent, at its option and in its discretion, , (i) to release any Lien lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Total Commitment and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations), (B) at any time arising under that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02ss.24, (iii) if approved, authorized or ratified in writing by the Required Lenders Majority Banks, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Bank will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsss. 13.11(b). (c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Bank to) execute such documents as may be reasonably necessary to evidence the release or subordination of the liens granted to Agent for the benefit of Agent and the Banks herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose Agent to or 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 constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders any Bank or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, 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 12.10 ss. 13.11 or in any of the Security Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders Banks and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)Banks.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not required) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral: (i) upon termination payment in full of the Revolving Loan Commitments (all Loans and all Letters of Credit) and payment and satisfaction of all of the other Obligations (other than inchoate indemnification obligations) at any time arising then payable under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, and under any other Loan Document; (ii) constituting property being Property sold or otherwise to be sold or disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale as part of or other in connection with any disposition thereof in compliance with Section 10.02, permitted hereunder; (iii) consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunderLenders, to as the extent required by Section 13.12)case may be, (iv) as otherwise may be expressly provided in the relevant Security Documentssubsection 9.1(f). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 subsection 8.10(b). Notwithstanding anything herein or (v) constituting Equity Interests or assets of in any Subsidiary other Loan Document to the contrary, Agent may release Liens upon payment in full of the Borrower upon Obligations (other than contingent indemnification obligations to the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsextent no unsatisfied claim has been asserted). (c) The Collateral Agent Each Lender agrees with and in favor of each other Lender (which agreement shall have no obligation whatsoever to not be for the Lenders benefit of the Borrower or to any other Person to assure of its Subsidiaries) that the Collateral exists or is owned Borrower’s Obligations under this Agreement and the other Loan Documents shall be equally and ratably secured by any Credit Party Property and/or other collateral now or is cared for, protected hereafter securing any obligations of the Borrower or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of its Subsidiaries to such Lender, whether or not the rights, authorities and powers granted or available to the same constitutes Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)hereunder.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to or during an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Credit Document (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.028.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 11.13) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Facility Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.11. (c) The Collateral Lenders hereby agree to, and direct the Facility Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to and the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully createdto, perfected, protected or enforced or are entitled to automatically release any particular priority, or to exercise or to continue exercising at Subsidiary Guarantor from the Subsidiaries Guaranty (i) upon payment and satisfaction of all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted Obligations (other than inchoate indemnification obligations) at any time arising under or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of this Agreement or the Collateral, Credit Documents or any act, omission the transactions contemplated hereby or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).thereby,

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretionthe Collateral Agent agrees, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Intermediate Holdings, the Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02Sections 6.04 and 6.05, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 9.08) or (iv) as otherwise may be expressly provided in the relevant Security Documentsdocumentation granting such Lien. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 8.10. In each case as specified in this Section 8.10(b), the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or (v) constituting Equity Interests or assets subordination of any Subsidiary such item of Collateral from the security interest granted under the Security Documents, in accordance with the terms of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSecurity Documents and this Section 8.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 8.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender (including, for the avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) Each Lender and the Issuing Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the Intercreditor AgreementIssuing Bank. 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, Issuing Bank agrees that any action taken by the Required Agent or the Requisite Lenders in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Agent or the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Lenders and the Issuing Bank. (b) The Collateral Agent is hereby authorized on behalf of all of the LendersLenders and the Issuing Bank, without the necessity of any notice to or further consent from any Lender, Lender or the Issuing Bank from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (bc) The Lenders Each Lender and the Issuing Bank hereby irrevoca xxx authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral upon (i) upon any sale of such Collateral permitted under this Agreement (or any waiver hereof), (ii) the consummation of the Distribution Center Financing or the Lease Financing to the extent that the indebtedness incurred in such transaction is secured by such Collateral as permitted by the definition of Distribution Center Financing or the Lease Financing, as the case may be, in Section 1.01 and (iii) termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all Loans, Reimbursement Obligations, other Letter of the Credit Obligations (whether or not due) and all other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or Obligations which have matured and which the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified Agent has been notified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsare then due and payable. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon on any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under Termination; or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) the terms of this Agreement and the other Loan Documents; or if approved, authorized or ratified in writing by the Required Lenders Lenders. (or all of the Lenders hereunder, to the extent required by Section 13.12), (ivb) as otherwise may be expressly provided Without in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing 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 10.08(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 10.08(a). Upon receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types or items of Collateral, and upon prior written request by the Borrower, the Collateral pursuant Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary evidence the release of the Borrower Liens granted to the Collateral Agent for the benefit of the Lenders upon such Collateral; provided, however, that (i) the liquidation Collateral Agent shall not be required to execute any such document on terms that, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or dissolution create any obligations or entail any consequence other than the release of such Subsidiary Liens without recourse or warranty, and (ii) such release shall not in a transaction permitted any manner discharge, affect or impair the Obligations or any Lien upon all interests in the Collateral retained by the Credit DocumentsBorrower or any Guarantor. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person Lender to assure that the Collateral exists or is owned by the Borrower or any Credit Party Guarantor or is cared for, protected or insured or has been encumbered or that the Liens Lien granted to the Collateral Agent herein pursuant to this Agreement or pursuant hereto have any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or are is entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.08 or in any of the Security Documentsother Loan Document, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lendersany Lender, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)otherwise provided herein.

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Banks. Each Lender Bank 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 Majority Banks in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders Majority Banks 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 LendersBanks. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Banks hereby authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment in full in cash and satisfaction of all of the Obligations (other than inchoate indemnification obligationsthose expressly stated to survive termination of this Agreement, the repayment of the Loans and the termination of the Commitments) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby (including any required Cash Collateralization), (ii) constituting property being sold or otherwise disposed of upon receipt of the proceeds of such sale required (if applicable) to Persons other than be delivered to the Borrower and its Subsidiaries) upon Administrative Agent if the Company certifies to the Administrative Agent that the sale or other disposition thereof is made in compliance with Section 10.028.02 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) if approved, authorized or ratified in writing by the Required Lenders (or Majority Banks, unless such release is required to be approved by all of the Lenders hereunderBanks hereunder or (iv) constituting Cash, to Cash Equivalents or Qualifying Investments used for the extent required by Section 13.12purposes set forth in Sections 8.01(g), (m), (o) or (u); provided, that at the time of such release no Default or Event of 105 Default shall have occurred and be continuing; and provided, further, that, with respect to clause (iv), at the time of such release or grant of Lien under Section 8.01(g), (m), (o) as otherwise may be expressly provided or (u), and after giving effect thereto, the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations plus the Effective Amount of all Outstanding Eligible XXXx does not exceed the Borrowing Base set forth in the relevant Security Documentsmost recent Borrowing Base Certificate delivered in accordance with Section 7.02(e). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's and the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Majority Banks or all of the Banks, as applicable and upon at least five (5) Business Days prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Administrative Agent and the Banks herein or pursuant to this Agreement upon the Collateral that was sold or transferred; provided 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 obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Restricted Subsidiaries in respect of) all interests retained by the Company or any of its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of collateral, or any foreclosure with respect to any of the collateral, the Administrative Agent and the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to the Lenders Banks or to any other Person to assure that the Collateral exists or is owned by the Company or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto to this Agreement 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 Administrative Agent and the Collateral Agent in this Section 12.10 10.10 or to the Collateral Agent in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent's and the Collateral Agent’s 's own interest in the Collateral as one of the Lenders Banks and that the Administrative Agent and the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its their gross negligence or willful misconduct (misconduct; provided that the Administrative Agent has prepared for filing in the appropriate jurisdictions, financing statements, financing statements in lieu of continuation statements or amendments thereto, as determined by a court appropriate in the reasonable discretion of competent jurisdiction the Administrative Agent, and has arranged for appropriate recordation thereof in a final and non-appealable decision).each such jurisdiction. 106

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security other Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Collateral Administrative Agent upon under any Collateral Document (ix) upon termination of the Revolving Loan Commitments (and payment in full of all Loans and all other obligations of Borrowers hereunder and the expiration or termination of all Letters of Credit) and payment and satisfaction Credit (including by means of all of the Obligations credit bidding in accordance with Section 16.3); (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiy) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (z) subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.0220.1, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all ii) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the Lenders hereunder, to definition of Permitted Liens (it being understood that Administrative Agent may conclusively rely on a certificate from Borrowers in determining whether the extent required Debt secured by any such Lien is permitted by Section 13.1213.2), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets 18.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Secured Term Debt at the direction of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (aA) Each Lender and each Issuing Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of such Person. Each Lender and each Issuing Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin SECTION 11.10, any action taken by the Required Majority Lenders or the Super Majority Lenders, as the case may be, in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders or Super Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and all the Issuing Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders and all the Issuing Lenders, without the necessity of any notice to or further consent from any Lender, Lender or any Issuing Lender from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (bB) The Lenders Each Lender and each Issuing Lender hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (iI) upon termination of the Revolving Loan Aggregate Commitments (and all Letters of Credit) the respective Lenders and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).or

Collateral Matters. (a) Each Lender authorizes and directs The Lenders irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Financing Document for the benefit of the Senior Secured Parties (i) upon termination the occurrence of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyDischarge Date, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by in accordance with Section 11.01 (Amendments, Etc.) or (iii) as permitted pursuant to the Required Lenders (or all terms of the Lenders hereunder, to the extent required Financing Documents (including as contemplated by Section 13.127.02(f) (Negative Covenants - Asset Dispositions), ). (ivb) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Collateral Agent at any time and from time to time, the Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral property pursuant to this Section 12.10 10.11. In each case as specified in this Section 10.11, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the Borrower or (v) constituting Equity Interests or assets the Pledgor, as the case may be, such documents as such Person may reasonably request to evidence the release of any Subsidiary such item of Collateral from the assignment and security interest granted under the Security Documents in accordance with the terms of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsFinancing Documents and this Section 10.11. (c) The Except for the safe custody of any Collateral Agent shall have no obligation whatsoever to in its possession and the Lenders or to any other Person to assure that the Collateral exists or is owned accounting for moneys actually received by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner it hereunder or under any duty of care, disclosure or fidelity any of the rightsother Financing Documents to which it is party, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or liability whatsoever taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the LendersCollateral Agent is deemed to have knowledge of such matters, except for or as to taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral (including the filing of UCC continuation statements). The Collateral Agent shall be deemed to have exercised appropriate and due care in the custody and preservation of any Collateral in its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)possession if such Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note and Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and of all Letters of Credit) Lenders and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than if the Borrower and its Subsidiaries) upon certifies to the Agent that the sale or other disposition thereof is made in compliance with Section 10.029.6 hereof (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to -------- execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party Subsidiary or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 11.10 or in any of the Security Collateral Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the ------------------ Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, upon the direction of the Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than upon receipt of the proceeds of such sale by the Collateral Agent if the Borrower and its Subsidiaries) upon certifies to the Collateral Agent that the sale or other disposition thereof is made in compliance with Section 10.028.1 hereof (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided 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 obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Borrower or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.10 or in any of the Security Collateral Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents (including any subordination agreement) for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments) or the Collateral Agent (at the direction of the Required Lenders (or such Majority Lenders)) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders (or such Majority Lenders) or the Collateral Agent (at the direction of the Required Lenders (or such Majority Lenders)) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to create, take any action with respect to any Collateral or Security Documents which may be necessary to create, perfect (if and to the extent perfection is required by the Security Documents) and maintain perfected (if and to the extent perfection is required by the Security Documents) the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Credit and payment and satisfaction of all of the Obligations (other than inchoate contingent indemnification obligationsobligations not then due and payable) at any time arising under or in respect of this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by Documents or the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items last sentence of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets each of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSections 10.01 and 10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Subsidiaries Guaranty and Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) Total Commitment and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.028.04 or Section 8.02 of the Existing Credit Agreement, as applicable, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 11.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.11. (c) In connection with the granting of Permitted Liens by Holdings or any of its Restricted Subsidiaries, the Collateral Agent shall, to the extent requested by (and at the expense of) the Borrower, execute appropriate Lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in each case in form and substance satisfactory to the Collateral Agent and solely with respect to the item or items of equipment or other assets subject to such Liens. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Landlord Agreement attached hereto as Exhibit C as the Agent deems necessary in order to obtain any Landlord Agreement from any landlord of any Credit Party with respect to a leasehold Mortgage. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding the Lockboxes and the Intercreditor AgreementLockbox Accounts (including the Lockbox Accounts Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Document which may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. The rights, remedies, powers and privileges conferred upon the Agent hereunder and under the other Credit Documents may be exercised by the Agent without the necessity of the joinder of any other parties unless otherwise required by applicable law. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction occurrence of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyand Collateral Termination Events, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent if the applicable Credit Party certifies to Persons other than the Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 10.029.3 (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the applicable Credit Party, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s reasonable opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Credit Party or any of its Restricted Subsidiaries in respect of) all interests retained by such Credit Party or Restricted Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any the Credit Party Parties or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 13.10 or in any of the Security Documents, it being understood and 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 reasonable discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Agent shall promptly, upon receipt thereof, forward to each Lender copies of the results of any field examinations by the Agent with respect to any Credit Party and any appraisals obtained by the Agent with respect to any of the Collateral. The Agent shall have no liability to any Lender for any errors in or omissions from any field examination or other examination of any Credit Party or the Collateral, or in any such appraisal, unless such error or omission was the direct result of the Agent’s gross negligence or willful misconduct. (f) It is the purpose of this Credit Agreement that there shall be no violation of any applicable law denying or restricting the right of financial institutions to transact business as determined an agent in any jurisdiction. It is recognized that, in case of litigation under any of the Credit Documents, or in case the Agent deems that by reason of present or future laws of any jurisdiction the Agent might be prohibited from exercising any of the powers, rights or remedies granted to the Agent or the Lenders hereunder or under any of the Credit Documents or from holding title to or a court Lien upon any Collateral or from taking any other action which may be necessary hereunder or under any of competent jurisdiction the Credit Documents, the Agent may appoint an additional Person or Persons as a separate collateral agent or co-collateral agent which is not so prohibited from taking any of such actions or exercising any of such powers, rights or remedies. If the Agent shall appoint an additional Person as a separate collateral agent or co-collateral agent as provided above, each and every remedy, power, right, claim, demand or cause of action intended by this Agreement and any of the Credit Documents and every remedy, power, right, claim, demand or cause of action intended by this Agreement and any of the Credit Documents to be exercised by or vested in or conveyed to the Agent with respect thereto shall be exercisable by and vested in such separate collateral agent or co-collateral agent, but only to the extent necessary to enable such separate collateral agent or co-collateral agent to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate collateral agent or co-collateral agent shall run to and be enforceable by any of them. Should any instrument from the Lenders be required by the separate collateral agent or co-collateral agent so appointed by the Agent in order more fully and certainly to vest in and confirm to him or it such rights, powers, duties and obligations, any and all of such instruments shall, on request, be executed, acknowledged and delivered by the Lenders whether or not a final Default or Event of Default then exists. In case any separate collateral agent or co-collateral agent, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, power, duties and nonobligations of such separate collateral agent or co-appealable decision)collateral agent, so far as permitted by applicable law, shall vest in and be exercised by the Agent until the appointment of a new collateral agent or successor to such separate collateral agent or co-collateral agent.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and of all Letters of Credit) Lenders and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than upon receipt of the proceeds of such sale by the Agent if the Borrower and its Subsidiaries) upon certifies to the Agent that the sale or other disposition thereof is made in compliance with Section 10.028.9 hereof (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party Subsidiary or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.10 or in any of the Security Collateral Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Loan Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Note Obligations by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents Loan Document which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to this Agreement and the Security Loan Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit other Loan Documents or the transactions contemplated hereby or therebythereby (other than those arising from indemnities for which no claim has been made), (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiariesany Credit Party) upon the sale or other disposition thereof in compliance with, or as otherwise permitted in connection with Section 10.02a transaction permitted under SECTION 6.2.11 or 6.2.12, or (iii) if approved, authorized or ratified in writing by the Required Lenders (or all Lenders, if such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSECTION 9.9. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is reasonably acceptable to the Collateral Agent) prior written request by the Borrower Representative, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred, PROVIDED that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Credit Party in respect of) all interests retained by any Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any foreclosure or similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the costs and expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 SECTION 9.9 or in any of the Security Loan Documents, it being understood and 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 reasonable discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Intercreditor AgreementL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C Issuer hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral Loan Document (iA) upon termination of the Revolving Loan Aggregate Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligations and (2) 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, (B) and payment and satisfaction that is sold or to be sold as part of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.0210.01, (iii) if approved, authorized - 94 - or ratified in writing by the Required Lenders Lenders, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.11. (c) The Collateral Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or 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 constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral 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 the Collateral Administrative Agent in this Section 12.10 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as Administrative Agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Administrative Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any Lenderthe Banks (but subject to the Intercreditor Agreement), from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security the Collateral Documents which may be necessary to perfect and maintain a perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Loan Documents. (b) The Lenders hereby Banks irrevocably authorize the Agent, at its option and in its discretion (but subject to the Intercreditor Agreement), to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Revolving Credit Maximum Amount and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition not otherwise prohibited hereunder; (iii) constituting property in which Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (iv) if approved, authorized or ratified in writing by the Majority Banks or all the Banks, as the case may be, as provided in Section 13.11. The Banks consent to the dissolution of Credit Acceptance Corporation Life Insurance Company ("CAC Life") which was dissolved and liquidated into CAC Reinsurance Ltd., such consent being retroactive to the date of such dissolution (the "CAC Life Restructuring"). The Banks further irrevocably authorize the Agent, at its option and in its discretion, to release any Lien Liens granted to or held by the Collateral Agent upon (x) pursuant to any Collateral debentures executed and delivered by Credit Acceptance Corporation UK Limited or CAC UK Funding Ltd. and any lien, charge or other security documents executed and delivered by CAC of Canada Limited or Credit Acceptance Corporation Ireland Limited, and (iy) upon termination over the assets of the Revolving Loan Commitments (T&C Subsidiary and all Letters of Credit) CAC Life and payment and satisfaction of all over the equity interests of the Obligations T&C Subsidiary and CAC Life, and the Banks further irrevocably authorize the Agent, at its option and in its discretion, to grant such other releases as may be necessary to effectuate the New Restructuring and the CAC Life Restructuring (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or including the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all release of the Lenders hereunder, to T&C Subsidiary and CAC Life from their respective obligations under the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security DocumentsGuaranty. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision12.16(b).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the any Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party the Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 8.08 or in any of the Security Loan Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except any other Lender other than for its acts or omissions constituting gross negligence or willful misconduct (as determined by a final judgment of a court of competent jurisdiction jurisdiction. (b) The Lenders hereby irrevocably authorize the Agent, at its option and in a final its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon payment and non-appealable decisionsatisfaction of all Loans (whether or not due) and all other Obligations which have matured and which the Agent has been notified in writing are then due and payable; or constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 6.02(d)(ii) hereof (and the Agent may rely conclusively on any such certificate, without further inquiry).; or constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (except as otherwise provided in Section 10.03 of this Agreement) if approved, authorized or ratified in writing by the Required Lenders. Without in any manner limiting the Agent's authority to act without any specific or further authorization or consent by the Required Lenders, upon request by the Agent at any time, the Lenders shall confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 8.08(b). -38- 42 ARTICLE IX

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.028.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1211.12), (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (v) as otherwise provided in Section 11.22 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.11 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security other Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Collateral Administrative Agent upon under any Collateral Document (ix) upon termination of the Revolving Loan Commitments (and payment in full of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit) and payment and satisfaction Credit (including by means of all of the Obligations credit bidding in accordance with Section 16.3; (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiy) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (z) subject to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) 20.1 if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all ii) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the Lenders hereunder, to definition of Permitted Liens (it being understood that the extent required Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 13.1213.2), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets 18.11. Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent Trustee to enter into and perform its obligations under the Security Documents (other than the Canadian Collateral Documents, the German Security Documents and any U.K. Security Document) for the benefit of the Lenders and the Intercreditor Agreementother U.S. Secured Parties. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent Trustee is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral (other than any Canadian Collateral, the German Collateral and any U.K. Collateral) or Security Documents (other than any Canadian Collateral Documents, any German Security Documents and any U.K. Security Documents) which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral (other than any Canadian Collateral, any German Collateral and any U.K. Collateral) granted pursuant to the Security Documents (other than the Canadian Collateral Documents, the German Security Documents and any U.K. Security Documents). (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Trustee to release any Lien granted to or held by the Collateral Agent Trustee upon any the Collateral (other than any Canadian Collateral and any German Collateral) as follows: (i) on all the Collateral (other than the Canadian Collateral and the German Collateral) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, ; (ii) on any Collateral (other than the Canadian Collateral and the German Collateral) constituting property being sold or otherwise disposed of (to Persons other than Holdings, the Borrower Borrowers and its the Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, 6.05 or (iii) on any Collateral (other than the Canadian Collateral and the German Collateral), if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.129.08), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral AgentTrustee’s authority to release particular types or items of Collateral (other than Canadian Collateral and the German Collateral) pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsArticle VIII. (c) The Collateral Agent Trustee shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral (other than any Canadian Collateral and any German Collateral) exists or is owned by any Credit Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent Trustee herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Trustee in this Section 12.10 Article VIII or in any of the Security Documents (other than any Canadian Collateral Documents and any German Security Documents), it being understood and agreed that in respect of the Collateral (other than any Canadian Collateral and any German Collateral), or any act, omission or event related thereto, the Collateral Agent Trustee may act in any manner it may deem appropriate, in its sole discretion, given the Collateral AgentTrustee’s own interest in the Collateral (other than the Canadian Collateral and the German Collateral) as one of the Lenders and that the Collateral Agent Trustee shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs The Lenders irrevocably authorize Administrative Agent or the Collateral Agent to enter into the Security Documents Agent, as applicable, at their option and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenderstheir discretion, without the necessity of any notice to or further consent from the Secured Parties: (i) to release any LenderLien on any property granted to or held by the Collateral Agent under any Security Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnifications obligations), from time (B) that is sold or to time prior be sold as part of or in connection with any sale permitted hereunder *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to an Event of Defaulta request for confidential treatment. or under any other Loan Document, as contemplated by Section 9.17 or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; (ii) to take any action actions with respect to any Collateral or Security Documents which may be necessary or desirable to perfect and maintain perfected the security interest Acceptable Security Interests in and liens Liens upon the Collateral granted pursuant to the Security DocumentsDocuments or for the preservation or protection of Collateral; and (iii) to take any action in exigent circumstances as may be reasonably necessary or desirable to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) The Lenders hereby authorize Upon the request of the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents8.9. (c) The Borrower hereby irrevocably appoints each Agent as the Borrower’s attorney-­in-fact, with full authority to, after the occurrence and continuance of an Event of Default, act for the Borrower and in the name of the Borrower to, in such Agent’s discretion upon the occurrence and during the continuance of an Event of Default, (i) file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Borrower where permitted by law, (ii) to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask, demand, collect, xxx for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iv) to file any claims or take any action or institute any proceedings which such Agent may reasonably deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral and (v) if the Borrower fails to perform any covenant contained in this Agreement or the other Security Documents after the expiration of any applicable grace periods, either Agent may itself perform, or cause performance of, such covenant, and the Borrower shall pay for the expenses of the Agents incurred in connection therewith in accordance with Section 9.4. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) The powers conferred on the Agents under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, each Agent and each Lender shall have no obligation whatsoever to the Lenders or duty with respect to any Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other Person rights pertaining thereto. Each Agent shall be deemed to assure that have exercised reasonable care in the custody and preservation of the Collateral exists or in its possession if the Collateral is owned by any Credit Party or is cared for, protected or insured or accorded treatment substantially equal to that the Liens granted to which the Collateral Agent herein accords its own property. Neither Agent nor any Lender shall be liable or pursuant hereto have been properly responsible for any loss or sufficiently or lawfully created, perfected, protected or enforced or are entitled damage 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 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or for 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 diminution in the Collateral as one value thereof, by reason of the Lenders act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrower or selected by any Agent in good faith. *Information marked with an asterisk herein has been omitted and that filed separately with the Collateral Agent shall have no duty or liability whatsoever Commission pursuant to the Lenders, except a request for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)confidential treatment.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or any of the Security Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) with respect to which the sale or other disposition thereof is expressly permitted hereunder (in which case the Agent shall release such Lien upon the Borrower's request therefor), (ii) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower thereby and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or Majority Lenders, unless such release is required to be approved by all of the Lenders hereunder, pursuant to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents11.11. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party the Borrower or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein in or pursuant hereto to any of the Collateral 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 12.10 10.10 or in any of the Security Collateral Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court misconduct. The Agent agrees to conduct or cause to be conducted at least one audit of competent jurisdiction the Collateral during each year that this Credit Agreement shall remain in a final and non-appealable decision)effect.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinherein or in the other Credit Documents, any action taken by the Required Majority Lenders in accordance with the provisions of this Credit Agreement or and the Security other Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or Majority Lenders, unless such release is required to be approved by all of the Lenders pursuant to SECTION 11.11; or (iii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition thereof permitted hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSECTION 10.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party Borrower or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein in or pursuant hereto to any of the Collateral 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 12.10 SECTION 10.10 or in any of the Security Collateral Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court misconduct. The Agent agrees to conduct or cause to be conducted at least one audit of competent jurisdiction the Collateral during each year that this Credit Agreement shall remain in a final and non-appealable decision)effect.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by under any Credit Document securing the Collateral Agent upon any Collateral Obligations (ix) upon termination of the Revolving Loan Commitments (and all Letters of Credit) commitments under this Agreement and payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyObligations, (iiy) constituting property being that is sold or otherwise disposed of (or to Persons other than the Borrower and its Subsidiaries) upon the be sold or otherwise disposed of as part of or in connection with any sale or other disposition thereof permitted under the Credit Documents or consented to in compliance accordance with the terms of this Agreement, or (z) subject to Section 10.0211.4, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders; and (ii) to subordinate any Lien on any property granted to or all of held under any Credit Document securing the Lenders hereunder, Obligations to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsholder of such Lien. Upon request by the Administrative Agent at any time, the Lenders Required Xxxxxxx will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant property. (b) The Administrative Agent shall not be responsible for or have a duty to this Section 12.10 ascertain or (v) constituting Equity Interests inquire into any representation or assets of any Subsidiary warranty regarding the existence, value or collectability of the Borrower upon Collateral, the liquidation existence, priority or dissolution perfection of such Subsidiary the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in a transaction permitted by connection therewith, nor shall the Credit Documents.Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. #194770820_v13 (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or Anything contained in any of the Security DocumentsCredit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative 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 in respect all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Collateralholders 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 actLender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, omission as agent for and representative of the holders of the Obligations (but not any Lender or event related theretoLenders 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 Agent may act in sold at any manner it may deem appropriatesuch public sale, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one to use and apply any of the Lenders and that Obligations as a credit on account of the Collateral purchase price for any collateral payable by the Administrative Agent shall have no duty at such sale or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)other disposition.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of such Lender. 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 hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender hereby authorize irrevocably authorizes Agent and Agent agrees (in the Collateral Agentcase of clauses (i), at its option (ii), (iii) and in its discretion, (iv) below): (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral Loan Document (iA) upon termination of the Revolving Loan Aggregate Commitments (and all Letters of Credit) and payment and satisfaction in full of all of the Obligations (other than inchoate contingent indemnification obligations) at any time arising under and the expiration or termination of all Letters of Credit (or Cash Collateralization thereof in respect of this Agreement or an amount equal to the Credit Documents or the transactions contemplated hereby or therebyOutstanding Amount thereof), (iiB) constituting property being sold in connection with any Disposition permitted hereunder or otherwise disposed under any other Loan Document, (C) in connection with any release of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof a Guarantee in compliance accordance with Section 10.029.14 (in each case so long as such release is not restricted under this Agreement) or (D) subject to Section 10.01, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders; and (or all ii) at Agent's option and in its discretion, but subject to satisfaction of any conditions set forth in the Lenders hereunderLoan Documents, to subordinate or release any Lien on any property granted to or held by Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.10 9.12. In each case as specified in this Section 9.12 or (v) constituting Equity Interests in Section 9.11, Agent will, at Borrower's expense, authorize the Loan Party to prepare and file any appropriate lien termination statements and authorize and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents in accordance with this Section 9.12 or assets of any Subsidiary to release such Guarantor from its obligations under the Loan Guaranty in accordance with Section 9.11, in each case in accordance with the terms of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Loan Documents. (c) The Collateral Subject to subsection (b) above, Agent shall (and is hereby irrevocably authorized by each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose Agent to or 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 constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by Borrower or any Credit other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral 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 the Collateral Agent in this Section 12.10 9.12 or in any of the Security Collateral Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders' security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Agent's instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, upon the direction of the Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Total Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than upon receipt of the proceeds of such sale by the Collateral Agent if the Borrower and its Subsidiaries) upon certifies to the Collateral Agent that the sale or other disposition thereof is made in compliance with Section 10.028.1 hereof (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided 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 obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any of its Subsidiaries in respect of) all interests retained by the Borrower or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 10.10 or in any of the Security Collateral Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. 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 in accordance with the provisions of this Agreement or and the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Without prejudice to the foregoing, each of the Administrative Agent and the Lenders hereby acknowledges, agrees and accepts that the Collateral Agent holds Collateral which is the subject of the UK Security Agreements as trustee for and on behalf of the Lenders in accordance with the terms of the declaration of trust set out in the UK Security Agreements and that the terms of its appointment, and such trust, shall be as set out (or referred to) in the UK Security Agreements and this Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Total Revolving Loan Commitments Commitment (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower US Company and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.0210.03, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1213.12(a), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to subordinate any Lien granted to Collateral Agent on Collateral if required by the holder of any Indebtedness (including Capitalized Lease Obligations) secured by Purchase Money Liens and Leases permitted hereunder or Liens permitted by Section 10.02(n). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 12.10, or in any of the Security Documents, it being understood and 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 the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Administrative Agent shall hold the benefit of the security interests created by the Luxembourg Security Documents as agent for the Secured Creditors in accordance with article 2 (4) of the Luxembourg law of 5 August 2005 on financial collateral arrangements.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and Documents, the Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Term Loan Note or participant in LC Facility Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, the Intercreditor Agreement or any Replacement Intercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or 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. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by the Collateral such Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby and termination of the LC Facility with no LC Facility Letters of Credit outstanding (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and no other amounts owing hereunder and termination of the Delayed Draw Term Loan Commitment, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 10.02subsection 7.4, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), subsection 10.1) or (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentssubsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this subsection 9.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.10 subsection 9.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Collateral Agent may, and hereby does, appoint the Administrative Agent as determined by a court its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Banks and the Intercreditor Agreementother Secured Creditors. Each Lender Bank hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders Banks in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders Banks 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 LendersBanks. The Collateral Agent is hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time prior to an Event of Default, to take any action with respect to any Collateral or 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. (b) The Lenders Banks hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower Company and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02, 9.02 or (iii) if approved, authorized or ratified in writing by the Required Lenders Banks (or unless such release is required to be approved by all of the Lenders Banks hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Banks, or all of the Banks, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Banks herein or pursuant hereto upon the Collateral that was sold or transferred, provided, 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 obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Subsidiaries in respect of) all interests retained by the Company or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any foreclosure or similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the costs and expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders Banks or to any other Person to assure that the Collateral exists or is owned by the Company or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and 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 's own interest in the Collateral as one of the Lenders Banks and that the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Banks. Each Lender Bank 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 Majority Banks in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, and the exercise by the Required Lenders Majority Banks 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 LendersBanks. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Banks hereby authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment in full in cash and satisfaction of all of the Obligations (other than inchoate indemnification obligationsthose expressly stated to survive termination of this Agreement, the repayment of the Loans and the termination of the Commitments) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby (including any required Cash Collateralization), (ii) constituting property being sold or otherwise disposed of upon receipt of the proceeds of such sale required (if applicable) to Persons other than be delivered to the Borrower and its Subsidiaries) upon Administrative Agent if the Company certifies to the Administrative Agent that the sale or other disposition thereof is made in compliance with Section 10.028.02 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) if approved, authorized or ratified in writing by the Required Lenders (or Majority Banks, unless such release is required to be approved by all of the Lenders hereunderBanks hereunder or (iv) constituting Cash, to Cash Equivalents or Qualifying Investments used for the extent required by Section 13.12purposes set forth in Sections 8.01(g), (m), (o) or (u); provided, that at the time of such release no Default or Event of Default shall have occurred and be continuing; and provided, further, that, with respect to clause (iv), at the time of such release or grant of Lien under Section 8.01(g), (m), (o) as otherwise may be expressly provided or (u), and after giving effect thereto, the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations plus the Effective Amount of all Outstanding Eligible XXXx does not exceed the Borrowing Base set forth in the relevant Security Documentsmost recent Borrowing Base Certificate delivered in accordance with Section 7.02(e). Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent's and the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Majority Banks or all of the Banks, as applicable and upon at least five (5) Business Days prior written request by the Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Banks to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Administrative Agent and the Banks herein or pursuant to this Agreement upon the Collateral that was sold or transferred; provided 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 obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Restricted Subsidiaries in respect of) all interests retained by the Company or any of its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of collateral, or any foreclosure with respect to any of the collateral, the Administrative Agent and the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to the Lenders Banks or to any other Person to assure that the Collateral exists or is owned by the Company or any Credit Party of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto to this Agreement 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 Administrative Agent and the Collateral Agent in this Section 12.10 10.10 or to the Collateral Agent in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent's and the Collateral Agent’s 's own interest in the Collateral as one of the Lenders Banks and that the Administrative Agent and the Collateral Agent shall have no duty or liability whatsoever to the LendersBanks, except for its their gross negligence or willful misconduct (misconduct; provided that the Administrative Agent has prepared for filing in the appropriate jurisdictions, financing statements, financing statements in lieu of continuation statements or amendments thereto, as determined by a court appropriate in the reasonable discretion of competent jurisdiction the Administrative Agent, and has arranged for appropriate recordation thereof in a final and non-appealable decision)each such jurisdiction.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents on behalf of, and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Administrative Agent or the Requisite Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Administrative Agent or the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to or after an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.02this Agreement, (iii) if approved, authorized or ratified in writing by the Required Requisite Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 14.11) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents14.15. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.10 14.15 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.