Common use of Collateral Matters Clause in Contracts

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment payment in Fullfull of all Term Loans and all other outstanding obligations of Borrower hereunder; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders hereunder (including the release of any Guarantor in connection with any such dispositionguarantor); or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.1114.10.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with Without limiting the provisions of this Agreement or the other Loan DocumentsSection 9.09, and the exercise by Administrative Agent or Required Lenders each of the powers set forth Lenders (including in this Agreement or therein, together with all other powers its capacities as are reasonably incidental thereto, will be authorized by, a potential Cash Management Bank and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) discretion to release any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (iA) upon Payment termination of the Term Commitments and payment in Full; full of all Finance Obligations (iiother than (x) upon property contingent indemnification obligations and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); other Loan Document or (iiiC) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by accordance with Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))10.01. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property pursuant to this Section 14.119.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Agreement or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(d); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to this Section 14.11any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, 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 to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided that, (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative 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 Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of the Company hereunder (other than any Obligation arising solely from any Bank Product Agreement or contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) and the expiration or termination of all Letters of Credit (or Cash Collateralization of all such Letters of Credit); (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)hereunder; or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) 11.2 (it being understood that the Administrative Agent may conclusively rely on a certificate from Borrower the Company in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)11.1). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Collateral Agent to (x) enter into the other Loan Security Documents and the Intercreditor Agreement for the benefit of Lendersthe 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 agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the other Loan DocumentsIntercreditor Agreement (as amended by any Intercreditor Agreement Supplement), and the exercise by Administrative Agent the Agents or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative 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, to take any action with respect to any Collateral or Loan Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender Party (including in its capacity as a holder of obligations under any Qualified Hedging Agreement or Cash Management Obligation) irrevocably authorizes and directs the Administrative Agent to enter into (and the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documentsshall), and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of the Borrowers hereunder (other than contingent indemnification obligations not yet due and payable and as to which no claim has been made), the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) and the termination of all Qualified Hedging Agreements (other than Qualified Hedging Agreements as to which other arrangements reasonably satisfactory to the applicable Lender Party shall have been made); (ii) upon property which is sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); hereunder or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Lien on any property granted to or held by the Administrative Agent under any Collateral Document to any the holder of a any Lien on that Collateral such property which is permitted by Section 11.2(d)(i10.8(c), (d), (k) (with respect to Capital Leases), (l), (m), (q) or 11.2(d)(iii(r); or (c) (it being understood that Administrative Agent may conclusively rely on to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty if such entity ceases to be a certificate from Borrower in determining whether the Debt secured by any such Lien is Subsidiary as a result of a transaction permitted by Section 11.1(b))hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property, or to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty, pursuant to this Section 14.1114.10. The Administrative Agent will, for the benefit of the Loan Parties and at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Lien granted on any item of collateral under the Collateral Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under any Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 14.10. Any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Qualified Hedging Agreement or Cash Management Obligations. No Lender Party to whom Cash Management Obligations or Hedging Obligations are owed that obtain the benefits of Section 12.3 or any Loan Document by virtue of the provisions hereof or thereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the collateral (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any other Loan Document) other than in such Lender Party’s capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.

Collateral Matters. Each The Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders Parties irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) at the time the property that is subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to clause (c) or (d) below; (b) (i) to subordinate any Lien on any property granted to or held by Administrative Agent under any Collateral Loan Document (ito the holder of any Lien on such property that is permitted under Section 7.02(i) upon Payment in Full; and (ii) upon that the Administrative Agent is authorized to release or subordinate any Lien on any property sold granted to or held by the Administrative Agent in accordance with the terms of the Security Agreement; and (c) to release any Borrower or any Subsidiary from its obligations under the Loan Documents (and all Liens granted by such Borrower or Subsidiary) if such Person ceases to be sold a Borrower or disposed of a Subsidiary as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder a result of a Lien on that Collateral which is transaction permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))hereunder. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 14.11.9.10. In each case as specified in this Section 9.10, each Lender irrevocably authorizes the Administrative 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 subordination of such item of Collateral from the assignment and security interest granted under the Security Instruments, or to evidence the release of such Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 9.10

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Loan Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Loan Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Loan Document (i) upon Payment payment in Fullfull of all Loans and all other outstanding obligations of Borrower hereunder; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders hereunder (including the release of any Guarantor in connection with any such dispositionguarantor); or (iii) subject to Section 15.113.4, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) hereunder (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt Indebtedness secured by any such Lien is permitted by Section 11.1(b)hereunder). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.1112.11.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Security Agent to enter into the other Loan 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 Lendersthe 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 agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender authorizes and directs Administrative Agent each of the Agents to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs each of the Agents to review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agents deem necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. The Administrative Agent and, with the prior approval of the Administrative Agent, the Canadian 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes (a) The Lenders hereby irrevocably authorize (and directs Administrative Agent to enter by entering into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this a Bank Product Agreement, any action taken by Administrative Agent or Required Lenders in accordance with each Bank Product Provider shall be deemed to designate, appoint and authorize) the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) discretion to release any security interest in, mortgage or Lien granted to or held by Administrative Agent under upon, any of the Collateral Document (i) upon Payment in Full; termination of the Commitments and payment and satisfaction of all of the Obligations and delivery of cash collateral to the extent required under Section 14.12 below, or (ii) upon constituting property sold or to be being sold or disposed of as part of if the Administrative Borrower or any Loan Party certifies to the Administrative Agent that the sale or disposition is made in connection compliance with any disposition permitted under this Agreement or otherwise consented to by Section 10.5 (and the Required Lenders (including the release of any Guarantor in connection with Administrative Agent may rely conclusively on any such dispositioncertificate, without further inquiry); , or (iii) constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or Lien was granted or at any time thereafter, or (iv) if required or permitted under the terms of any of the other Loan Documents, or (v) subject to Section 15.114.2, if approved approved, authorized or ratified in writing by the Required Lenders; , or (bvi) to subordinate its interest having a value in the aggregate in any Collateral twelve (12) consecutive fiscal month period of less than $5,000,000, and to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that the extent the Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by release its security interest in, and Lien upon, any such Lien Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by the Lenders. Except as provided above, the Administrative Agent will not release any of the Administrative Agent’s Liens without the prior written authorization of the Lenders; provided that the Administrative Agent may release the Administrative Agent’s Liens on Collateral which constitutes “Notes Priority Collateral”, as such term is permitted by Section 11.1(b))defined in the Senior Notes Documents as in effect on the Closing Date, if required pursuant to the Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Lenders will promptly confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.1112.10. In no event shall the consent or approval of Issuing Lender or any Bank Product Provider (in its capacity as such) to any release of Collateral be required.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under this Agreement and any Collateral Document other Financing Agreement (i) upon Payment if all Liabilities are Paid in Full; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)hereunder; or (iii) subject to Section 15.112.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is expressly permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by this Agreement at any such Lien is permitted by Section 11.1(b))time. Upon request by Administrative Agent at any time, the Lenders will promptly confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.1111.10. Administrative Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Administrative Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of any such assets or Collateral, such Lender shall promptly notify Administrative Agent thereof in writing, and, promptly upon Administrative Agent’s written request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any right individually to enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any Collateral for the Liabilities unless instructed in writing to do so by Administrative Agent, it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i), 11.2(d)(iii) or 11.2(d)(iii11.2(k) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Collateral Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders hereunder (including the release of any Guarantor in connection with any such dispositionGuarantor); or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Collateral Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, 15.1 if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii11.2(d) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b11.1(d)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes Administrative Agent to give blockage, enforcement or other notices in connection with any Subordinated Debt, including, without limitation, the Second Lien Debt and AgileThought Earn-out Obligations.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under on any Collateral Document (i) upon Payment in Full; the occurrence of the Facility Termination Date, (ii) upon property sold that is Disposed or to be sold or disposed of Disposed as part of or in connection with any disposition Disposition permitted hereunder or under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); other Loan Document, or (iii) subject to Section 15.111.01, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to release or subordinate its interest in any Collateral Lien (and any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document to the holder of a any Lien on such property (i) that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that 8.02(i), so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release or subordination, as the case may conclusively rely on be, a certificate from Borrower in determining whether the Debt secured by any of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 11.1(b8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) if such release or subordination is required under the Term Loan Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release a certificate of a Responsible Officer certifying that such transaction is permitted by this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 14.11.10.11. 10.12

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to enter into serve as administrative agent and collateral agent under the other Loan Documents for and agreed to be bound by the benefit of Lenders. Each Lender hereby agrees thatLoan Documents as a Secured Party thereunder, except as otherwise subject to the limitations set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lendersparagraph. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (c) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release holder of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such property that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that 6.02(b). The Administrative Agent may conclusively rely on shall not be responsible for or have a certificate from Borrower in determining whether duty to ascertain or inquire into any representation or warranty regarding the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any timeexistence, value or collectability of the Collateral, the Lenders will confirm in writing existence, priority or perfection of the Administrative Agent’s authority Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to release, the Lenders or subordinate its interest in, particular types any other Secured Party for any failure to monitor or items maintain any portion of Collateral pursuant to this Section 14.11the Collateral. SECTION 8.08.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Collateral Agent to enter into the other Loan Security Documents and the Senior Secured Notes Intercreditor Agreement for the benefit of Lendersthe Lenders and the other Secured Creditors. In addition, from immediately prior to and after the issuance of any Second Lien Notes, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the Second Lien Notes Intercreditor 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. The Collateral Agent agrees, for the benefit of all parties to this Agreement, to negotiate in good faith and in a timely manner the Second Lien Notes Intercreditor Agreement and any necessary amendments to the Security Documents, in each case, on customary terms and, to the extent that the respective parties have agreed to such terms, to enter into such documents immediately prior to such issuance. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement, the Senior Secured Notes Intercreditor Agreement, the Second Lien Notes Intercreditor Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative 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 Loan Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Credit Party’s right to file a proof of claim in an insolvency proceeding, no Credit Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Credit Parties in accordance with the terms thereof. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute secured Banking Services Obligations and no Hedging Agreement the obligations under which constitute Secured Hedging Obligations, will create (or be deemed to create) in favor of any Credit Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Credit Party that is a party to any such arrangement in respect of Banking Services or a Hedging Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to enter into serve as administrative agent and collateral agent under the other Loan Documents for and agreed to be bound by the benefit of Lenders. Each Lender hereby agrees thatLoan Documents as a Credit Party thereunder, except as otherwise subject to the limitations set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lendersparagraph. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (c) The Lenders Credit Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release holder of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such property that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that 7.03(b)(ii). The Administrative Agent may conclusively rely on shall not be responsible for or have a certificate from Borrower in determining whether duty to ascertain or inquire into any representation or warranty regarding the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any timeexistence, value or collectability of the Collateral, the Lenders will confirm in writing existence, priority or perfection of the Administrative Agent’s authority Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to release, the Lenders or subordinate its interest in, particular types any other Credit Party for any failure to monitor or items maintain any portion of Collateral pursuant to this the Collateral. Section 14.11.11.09

Collateral Matters. (a) Each Lender authorizes and directs Administrative Agent each of the Agents to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs each of the Agents to review and approve all agreements regarding the lockboxes and the lockbox accounts (including the Lockbox Agreements) on such terms as the Agents deem necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in 116 accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. The Administrative Agent and, with the prior approval of the Administrative Agent, the Canadian 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and directs on behalf of any other Financing Party under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 6.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the other Loan Documents for Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth benefits and immunities (i) provided to Administrative Agent in this AgreementSection 6 with respect to the Operative Agreements and the transactions contemplated therein, including without limitations any action acts taken or omissions suffered by Administrative Agent in connection with or Required Lenders contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Section 6 included Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral such documents, transactions, acts or Loan Documents which may be necessary to perfect omissions, and maintain perfected the Liens upon the Collateral granted pursuant to (ii) as additionally provided in this Agreement and the other Loan Documents. The Lenders irrevocably authorize Operative Agreements with respect to Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Collateral Agent to enter into (x) the other Security Documents, the ABL/Term Loan Documents Intercreditor Agreement, and any Other Intercreditor Agreement for the benefit of Lendersthe Lenders and the other Secured Parties, and (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement in connection with the incurrence by any Loan Party of Indebtedness pursuant to Section 8.01(c) or Permitted Incremental Equivalent Debt, as applicable, or to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by Section 8.01(b) or (c) or Permitted Incremental Equivalent Debt, as applicable). Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative 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 Loan Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents and in the case of the ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or any other Intercreditor Agreement to take all actions (and execute all documents) required or deemed advisable by it in accordance with the terms thereof. Notwithstanding anything contained in this Agreement and or any Collateral or Security Documents, the other Loan Documents. The Lenders irrevocably authorize Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral and Security Documents may be exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by 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), 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 its option any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its discretionor 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 do use and apply any and all of the following: (a) Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition. Notwithstanding the provisions of this Section 11.10, the Collateral Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its security interest in any Collateral building, structure or improvement located in an area determined by the Federal Emergency Management Agency to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11have special flood hazards.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other outstanding obligations of Borrower hereunder and the expiration or termination or Cash Collateralization of all Letters of Credit; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders hereunder (including the release of any Guarantor in connection with any such dispositionguarantor); or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Subordinated Debt.

Collateral Matters. The Administrative Agent in such capacity is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the Uniform Commercial Code. Each Lender authorizes and directs the Administrative Agent to enter into each of the Facility Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender (other Loan Documents than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Facility Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of Lendersthe Lenders upon the terms of such documents. Each Lender hereby agrees thatIn the event that any Collateral and/or Pledged Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized authorized, and is hereby granted a power of attorney, to execute and deliver on behalf of all the Lenders any Facility Documents necessary or appropriate to grant and perfect a Lien on such Collateral and Pledged Collateral in favor of the Administrative Agent on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document and Pledged Collateral (i) upon Payment in Fullas described herein and the Pledge Agreement; (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Facility Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Majority Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will shall confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral and Pledged Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral and/or Pledged Collateral which is permitted pursuant to this Section 14.11the terms of any Facility Document, or consented to in writing by the Majority Lenders, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) take such actions as set forth herein and the Pledge Agreement, as applicable; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of any Borrower or the Pledgor in respect of) all interests retained by the Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral and all interests retained by the Pledgor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Pledged Collateral.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Administrative Agent deems necessary in order to obtain any Acknowledgment Agreement from any customer, landlord, warehouseman, filler, packer or processor of any Obligor. Each Lender also authorizes and directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Accounts Agreements) on such terms as the Administrative Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “ representative” of the Secured Parties within the meaning of the term “ secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Banking Services Obligations and no Swap Agreement the obligations under which constitute Swap Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to enter into serve as administrative agent and collateral agent under the other Loan Documents for and agreed to be bound by the benefit of Lenders. Each Lender hereby agrees thatLoan Documents as a Secured Party thereunder, except as otherwise subject to the limitations set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lendersparagraph. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (c) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release holder of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such property that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that 6.02(a). The Administrative Agent may conclusively rely on shall not be responsible for or have a certificate from Borrower in determining whether duty to ascertain or inquire into any representation or warranty regarding the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any timeexistence, value or collectability of the Collateral, the Lenders will confirm in writing existence, priority or perfection of the Administrative Agent’s authority to releaseLien thereon or any certificate prepared by any Loan Party in connection therewith, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.nor shall the Administrative 94

Collateral Matters. Each Lender authorizes SECTION 8.07. Except with respect to the exercise of setoff rights in accordance with(a) Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. In furtherance of the foregoing and not in limitation thereof, no(b) arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to enter into serve as administrative agent and collateral agent under the other Loan Documents for and agreed to be bound by the benefit of Lenders. Each Lender hereby agrees thatLoan Documents as a Secured Party thereunder, except as otherwise subject to the limitations set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documentsparagraph. The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its its(c) option and in its discretion, to do any and all of the following: (a) to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release holder of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such property that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that 6.02(b). The Administrative Agent may conclusively rely on shall not be responsible for or have a certificate from Borrower in determining whether duty to ascertain or inquire into any representation or warranty regarding the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any timeexistence, value or collectability of the Collateral, the Lenders will confirm in writing existence, priority or perfection of the Administrative Agent’s authority to releaseLien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.109

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(d); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of 109 assets constituting Collateral which is permitted pursuant to this Section 14.11the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party's right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a "representative" of the Secured Parties within the meaning of the term "secured party" as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to enter into serve as administrative agent and collateral agent under the other Loan Documents for and agreed to be bound by the benefit of Lenders. Each Lender hereby agrees thatLoan Documents as a Secured Party thereunder, except as otherwise subject to the limitations set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lendersparagraph. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (c) The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release subordinate any Lien on any property granted to or held by the Administrative Agent under any Collateral Loan Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release holder of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such property that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that 6.02(b). The Administrative Agent may conclusively rely on shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent's Lien thereon or any certificate from Borrower in determining whether the Debt secured prepared by any such Lien is permitted by Section 11.1(b)). Upon request by Loan Party in connection therewith, nor shall the Administrative Agent at any time, be responsible or liable to the Lenders will confirm in writing Administrative Agent’s authority or any other Secured Party for any failure to release, monitor or subordinate its interest in, particular types or items maintain any portion of Collateral pursuant to this Section 14.11.the Collateral. SECTION 8.08

Collateral Matters. Each Lender authorizes and directs The Secured Parties irrevocably authorize the Administrative Agent to enter into when directed by the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under on any Collateral Document (i) upon Payment in Full; the occurrence of the Facility Termination Date, (ii) upon property sold that is Disposed or to be sold or disposed of Disposed as part of or in connection with any disposition Disposition permitted hereunder or under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); other Loan Document, or (iii) subject to Section 15.111.01, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to release or subordinate its interest in any Collateral Lien (and any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document to the holder of a any Lien on such property (i) that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that 8.02(i), so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release or subordination, as the case may conclusively rely on be, a certificate from Borrower in determining whether the Debt secured by any of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 11.1(b8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) if such release or subordination is required under the Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or prior to the date of release a certificate of a Responsible Officer certifying that such transaction is permitted by this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 14.11.10.10. 10.11

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders hereunder (including the release of any Guarantor in connection with any such dispositionguarantor); or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Guaranteed Obligations (as defined in the Guarantee and directs Security Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and/or the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Hedging Agreement the obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to enter into create) in favor of any Secured Party that is a party thereto any rights in connection with the other management or release of any Collateral or of the obligations of any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Hedging Agreements shall be deemed to have appointed the Administrative Agent and Collateral Agent to serve as administrative agent and collateral agent, respectively, under the Loan Documents for and agreed to be bound by the benefit of Lenders. Each Lender hereby agrees thatLoan Documents as a Secured Party thereunder, except as otherwise subject to the limitations set forth in this Agreementparagraph. (c) Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon or any action taken certificate prepared by any Obligor in connection therewith, nor shall the Administrative Agent or Required the Collateral Agent be responsible or liable to the Lenders in accordance with the provisions of this Agreement or the any other Loan Documents, and the exercise by Administrative Agent Secured Party for any failure to monitor or Required Lenders maintain any portion of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all LendersCollateral. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition139); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. In its capacity as Administrative Agent, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes and directs the Administrative Agent to enter into each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other Loan Documents than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or Secured Parties upon the other Loan Documents, and the exercise by Administrative Agent or Required Lenders terms of the powers set forth in this Agreement or thereinSecurity Documents. In the event that any Pledged Equity is hereafter pledged by any Person as collateral security for the Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Pledged Equity in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document Pledged Equity: (i) upon Payment as described in FullSection 9.02(d); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral Pledged Equity pursuant hereto. Upon any sale or transfer of assets constituting Pledged Equity which is permitted pursuant to this Section 14.11the terms of any Loan Document, 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 to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Pledged Equity that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative 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 Pledged Equity.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Collateral Agent to enter into (x) the other Security Documents, the ABL/Term Loan Documents Intercreditor Agreement, and any Other Intercreditor Agreement for the benefit of Lendersthe Lenders and the other Secured Parties, and (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, and any Other Intercreditor Agreement in connection with the incurrence by any Loan Party of Indebtedness pursuant to Section 8.01(c) or Permitted Incremental Equivalent Debt, as applicable, or to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by Section 8.01(b) or (c) or Permitted Incremental Equivalent Debt, as applicable). Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative 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 Loan Security Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Security Documents and in the case of the ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or any other Intercreditor Agreement to take all actions (and execute all documents) required or deemed advisable by it in accordance with the terms thereof. Notwithstanding anything contained in this Agreement and or any Collateral or Security Documents, the other Loan Documents. The Lenders irrevocably authorize Borrower, the Administrative Agent, at its option the Collateral Agent and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon Payment any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or Collateral Agent, as applicable, for the benefit of the Secured Parties in Full; accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral and Security Documents may be exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) upon property sold in the event of a foreclosure or similar enforcement action by Collateral Agent on any of the Collateral pursuant to be sold a public or disposed of as part of private sale or in connection with any other disposition permitted under this Agreement (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise consented of the Bankruptcy Code), Collateral Agent (or any Lender, except with respect to by a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Required Lenders (including Bankruptcy Code,) may be the release purchaser or licensor of any Guarantor in connection with or all of such Collateral at any such disposition); sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (iiibut not any Lender or Lenders in its or their respective individual capacities) subject to Section 15.1shall be entitled, if approved in writing by upon instructions from the Required Lenders; , for the purpose of bidding and making settlement or (b) to subordinate its interest in payment of the purchase price for all or any portion of the Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by sold at any such Lien is permitted 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 Section 11.1(b)). Upon request by Administrative Collateral Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, such sale or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11other disposition.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of the Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.105

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(e); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral to this Section 14.11.any Person other than another Loan Party which is permitted pursuant to the terms of any Loan Document, 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 to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. 106

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lendersthe Secured Parties, without the necessity of any notice to or further consent from any Lender the Secured Parties, from time to time, to take any action actions with respect to any Collateral or Loan Documents Security Instruments which may be necessary to perfect and maintain perfected the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecurity Instruments. The Lenders irrevocably authorize Administrative AgentAgent is further authorized on behalf of the Secured Parties, at its option and in its discretionwithout the necessity of any notice to or further consent from the Secured Parties, from time to time, to do take any and all action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the following: Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (a) ). Each Secured Party irrevocably authorizes Administrative Agent to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document Collateral: (i) upon Payment termination of the Commitments, termination, and payment in Fullfull of all Obligations payable under this Agreement, under any other Loan Document; (ii) upon property constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented the other Loan Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Required Lenders (including the release of any Guarantor in connection with any Borrower or such disposition)Subsidiary to be, renewed or extended; or (iiiv) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required applicable Majority Lenders or all the Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted , as the case may be, as required by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))9.01. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.118.10. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (b). The Administrative Agent has adopted internal policies and procedures requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). The Administrative Agent will post on the applicable electronic platform (or otherwise distribute to each Lender) documents that it receives in connection with the Flood Laws. However, the Administrative Agent reminds each Lender and participant that, pursuant to the Flood Laws, each federally regulated lender (whether acting as a Lender or participant) is responsible for assuring its own compliance with the flood insurance requirements.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Guaranteed Obligations (as defined in the Guarantee and directs Security Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and/or the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Hedging Agreement the obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to enter into create) in favor of any Secured Party that is a party thereto any rights in connection with the other management or release of any Collateral or of the obligations of any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Hedging Agreements shall be deemed to have appointed the Administrative Agent and Collateral Agent to serve as administrative agent and collateral agent, respectively, under the Loan Documents for and agreed to be bound by the benefit of Lenders. Each Lender hereby agrees thatLoan Documents as a Secured Party thereunder, except as otherwise subject to the limitations set forth in this Agreementparagraph. (c) Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon or any action taken certificate prepared by any Obligor in connection therewith, nor shall the Administrative Agent or Required the Collateral Agent be responsible or liable to the Lenders in accordance with the provisions of this Agreement or the any other Loan Documents, and the exercise by Administrative Agent Secured Party for any failure to monitor or Required Lenders maintain any portion of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all LendersCollateral. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11126 00000000.00.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(d); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 14.11the terms of any Loan Document, 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 Company to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the 117 Company or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lendersthe Secured Parties, without the necessity of any notice to or further consent from any Lender the Secured Parties, from time to time, to take any action actions with respect to any Collateral or Loan Documents Security Instruments which may be necessary to perfect and maintain perfected the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecurity Instruments. The Lenders irrevocably authorize Administrative AgentAgent is further authorized on behalf of the Secured Parties, at its option and in its discretionwithout the necessity of any notice to or further consent from the Secured Parties, from time to time, to do take any and all action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the following: Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (a) ). Each Secured Party irrevocably authorizes Administrative Agent to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document Collateral: (i) upon Payment termination of the Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Lender have been made), and payment in Fullfull of all Obligations payable under this Agreement, under any other Loan Document and termination of all Hedge Contracts with any Swap Counterparty (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in writing at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made); (ii) upon property constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented the other Loan Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Required Lenders (including the release of any Guarantor in connection with any Borrower or such disposition)Subsidiary to be, renewed or extended; or (iiiv) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required applicable Majority Lenders or all the Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted , as the case may be, as required by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))9.01. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.118.10. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (b). The Administrative Agent has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). The Administrative Agent will post on the applicable electronic platform (or otherwise distribute to each Lender) documents that it receives in connection with the Flood Laws. However, the Administrative Agent reminds each Lender and participant that, pursuant to the Flood Laws, each federally regulated lender (whether acting as a Lender or participant) is responsible for assuring its own compliance with the flood insurance requirements.

Collateral Matters. (a) The Administrative Agent is a “representative” of the Lenders and the other Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes and directs the Administrative Agent to enter into each of the Collateral Documents and the other Loan Documents and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or Secured Parties upon the other Loan Documents, and the exercise by Administrative Agent or Required Lenders terms of the powers set forth in this Agreement or thereinCollateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to Lenders any Collateral Documents necessary or Loan Documents which may be necessary appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.4; (ii) upon property sold as permitted by, but only in accordance with, the terms of the applicable Loan Document or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)Collateral Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Majority Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the 159 Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Section 14.11Agreement or any other Loan Document, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, the Administrative Agent 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any Relevant Party in respect of) all interests retained by Borrower or any of its Affiliates, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the (a) The benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the Security Documents and the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Documents relating to the Collateral shall also extend to, secure and be available on a pro rata basis (as set forth in Section 10.06) to (i) each Lender Derivative Party with respect to any Obligations of Parent, Borrower or any Subsidiary arising under Derivative Transactions with a Lender Derivative Party and (ii) each Cash Management Bank with respect to any Cash Management Obligations of Parent, Borrower or any Subsidiary arising under Cash Management Agreements with a Cash Management Bank, in each case, until the Security Termination Date (and notwithstanding that the outstanding Loan Obligations have been repaid in full and the Commitments have terminated); provided that with respect to any Derivative Transaction with a Lender Derivative Party that is secured at such time as the counterparty thereto is not a Lender or an Affiliate of a Lender or the outstanding Loan Obligations have been repaid in full and the Commitments have terminated, the provisions of Article XI shall also continue to apply to such counterparty in consideration of its benefits hereunder and each such counterparty shall, if requested by Administrative Agent, at its option promptly execute and in its discretiondeliver to Administrative Agent all such other documents, to do any agreements and all of the following: (a) to release any Lien granted to or held instruments reasonably requested by Administrative Agent under to evidence the continued applicability of the provisions of Article XI. Notwithstanding the foregoing, no Lender Derivative Party and no Cash Management Bank shall have any Collateral Document (i) upon Payment in Full; (ii) upon property sold voting or to be sold or disposed of as part of or in connection with any disposition permitted consent rights under this Agreement or otherwise consented any Security Document as a result of the existence of Obligations owed to by the Required Lenders (including the release of it under any Guarantor in connection with any such disposition); Derivative Transactions, Derivative Contracts or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on Cash Management Agreements that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt are secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11Security Document.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent to act as its collateral agent and, in such capacity, to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the forms Acknowledgment Agreement attached hereto as Exhibits B and C as the Administrative Agent deems necessary in order to obtain any Acknowledgment Agreement from any customer, landlord, warehouseman, filler, packer or processor of any Credit Party. Each Lender also authorizes and directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Accounts Agreements) on such terms as the Administrative Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender hereby irrevocably (subject to Section 6.9) appoints, designates and authorizes and directs Administrative Agent to enter into the take such action on its behalf and on behalf of any other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with Financing Party under the provisions of this Agreement or and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the other Loan Documents, and the exercise by Administrative Agent or Required Lenders terms of the powers set forth in this Agreement or thereinany other Operative Agreement, together with all other such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, will Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be authorized bydeemed to have any fiduciary relationship with any Financing Party or participant, and binding uponno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 6.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents; and each Lender hereby authorizes the Administrative Agent to carry out all Lendersthose obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. Administrative Agent is hereby authorized on behalf shall have all of all Lenders, without the necessity of any notice benefits and immunities (i) provided to or further consent from any Lender to take any action Administrative Agent in this Section 6 with respect to the Operative Agreements and the transactions contemplated therein, including without limitations any Collateral acts taken or Loan Documents which may be necessary omissions suffered by Administrative Agent in connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 6 included Administrative Agent with respect to perfect such documents, transactions, acts or omissions, and maintain perfected the Liens upon the Collateral granted pursuant to (ii) as additionally provided in this Agreement and the other Loan Documents. The Lenders irrevocably authorize Operative Agreements with respect to Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Credit Party. Each Lender also authorizes and directs the Agent to review and approve all Lockbox/Deposit Account Control Agreements regarding the Lockboxes and the Lockbox Accounts, Third-Party Accounts, the Cash Concentration Account and all other deposit or other accounts on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Loans and any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.115

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(e); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 14.11the terms of any Loan Document, 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 Holdings to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative 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 103 discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of Holdings or any Subsidiary in respect of) all interests retained by Holdings or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in --------- order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including 91 the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, 15.1 if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii11.2(d) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b11.1(d)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes 107 Administrative Agent to give blockage, enforcement or other notices in connection with any Subordinated Debt, including, without limitation, the Second Lien Debt and AgileThought Earn-out Obligations.

Collateral Matters. (a) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding the Lockboxes and the Lockbox Accounts (including the Lockbox Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or 105 terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(d); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 14.11the terms of any Loan Document, 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 Company to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. Each Lender Party irrevocably authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of the Borrowers hereunder (other than contingent indemnification obligations not yet due and payable and as to which no claim has been made), the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) and the termination of all Qualified Hedging Agreement (other than Qualified Hedging Agreements as to which other arrangements satisfactory to the applicable Lender Party shall have been made); (ii) upon property which is sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); hereunder 109 or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Lien on any property granted to or held by the Administrative Agent under any Collateral Document to any the holder of a any Lien on that Collateral such property which is permitted by Section 11.2(d)(i10.8(c), (d), (k) (with respect to Capital Leases), (l), (m), (q) or 11.2(d)(iii(r); or (c) (it being understood that Administrative Agent may conclusively rely on to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty if such entity ceases to be a certificate from Borrower in determining whether the Debt secured by any such Lien is Subsidiary as a result of a transaction permitted by Section 11.1(b))hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property, or to release any Subsidiary from its obligations under the Subsidiary Guaranty, pursuant to this Section 14.1114.10. Any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under any Qualified Hedging Agreement or Cash Management Obligations. No Lender Party to whom Cash Management Obligations or Hedging Obligations are owed that obtain the benefits of Section 12.3 or any Loan Document by virtue of the provisions hereof or thereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the collateral (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any other Loan Document) other than in such Lender Party’s capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under this Agreement and any Collateral Document other Financing Agreement (i) upon Payment if all Liabilities are indefeasibly paid in Fullfull in cash; (ii) upon constituting property sold or to be sold or disposed of of, financed or refinanced, as part of or in connection with any disposition sale, disposition, financing or refinancing which is expressly permitted under by this Agreement or otherwise consented to by the Required Lenders (including the release of Term Loan Agreement at any Guarantor in connection with any such disposition)time; or (iii) subject to Section 15.113.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is expressly permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by this Agreement at any such Lien is permitted by Section 11.1(b))time. Upon request by Administrative Agent at any time, the Lenders will promptly confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.1113.10. Administrative Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Administrative Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of any such assets or Collateral, such Lender shall promptly notify Administrative Agent thereof in writing, and, promptly upon Administrative Agent’s written request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any right individually to enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any Collateral for the Liabilities unless instructed in writing to do so by Administrative Agent, it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.

Collateral Matters. Each The Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders Parties irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien on any Collateral (i) upon the occurrence of the Facility Termination Date, (ii) that is Disposed (other than to a Loan Party) or to be Disposed (provided such release occurs substantially concurrently with or at any time after consummation of the Disposition) as part of or in connection with any Disposition permitted hereunder or under any other Loan Document (provided that the Borrower shall, upon the reasonable request of the Administrative Agent, certify to the Administrative Agent that any such Disposition and release of the Administrative Agent’s Lien is permitted by the Loan Documents), or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by Administrative Agent under any Collateral Loan Document (i) upon Payment in Full; (ii) upon to the holder of any Lien on such property sold or that is expressly permitted hereunder to be sold or disposed senior to the Liens securing the Obligations; and (c) to release any Subsidiary from its obligations under the Loan Documents (and all Liens granted by such Subsidiary) if such Person ceases to be a Subsidiary as a result of as part of or in connection a transaction permitted hereunder; provided, that with any disposition permitted under this Agreement or otherwise consented respect to by the Required Lenders foregoing clauses (including the release of any Guarantor in connection with any a)(ii) and (c), such disposition); or (iiirelease(s) shall not be subject to Section 15.1, Administrative Agent’s discretion if approved such Disposition is made in writing by compliance with the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder terms of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Loan Documents. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this Section 14.119.10.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. (a) Administrative Agent is hereby authorized on behalf of all Lendersthe Secured Parties, without the necessity of any notice to or further consent from any Lender the Secured Parties, from time to time, to take any action actions with respect to any Collateral or Loan Documents Security Instruments which may be necessary to perfect and maintain perfected the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecurity Instruments. The Lenders irrevocably authorize Administrative AgentAgent is further authorized on behalf of the Secured Parties, at its option and in its discretionwithout the necessity of any notice to or further consent from the Secured Parties, from time to time, to do take any and all action (other than enforcement actions requiring the consent of, or request by, the Required Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the following: Secured Parties under the Loan Documents or applicable law. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (a). (b) Each Secured Party irrevocably authorizes Administrative Agent to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document Collateral: (i) upon Payment termination of the Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been made), termination of all Hedge Contracts with Swap Counterparties that are secured by the Liens on the Collateral (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in Fullwriting at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made), and payment in full of all Obligations (other than Obligations arising under Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made; provided that, unless a Swap Counterparty notifies the Administrative Agent in writing at least 2 Business Days prior to the expected termination of the Commitments that such arrangements have not been made, then solely for purposes of this clause (b), it shall be deemed that such satisfactory arrangements have been made); (ii) upon property constituting Property sold or to be sold or otherwise disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented the other Loan Documents; (iii) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Required Lenders (including the release of any Guarantor in connection with any Borrower or such disposition)Subsidiary to be, renewed or extended; or (iiiv) subject to Section 15.1if approved, if approved authorized or ratified in writing by the applicable Required Lenders or all the Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted , as the case may be, as required by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))9.01. Upon the request by of the Administrative Agent at any time, the Lenders Secured Parties will confirm in writing the Administrative Agent’s 's authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.118.08. 76 By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (b).

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under this Agreement and any Collateral Document other Financing Agreement (i) upon Payment if all Liabilities are indefeasibly paid in Fullfull in cash; (ii) upon constituting property sold or to be sold or disposed of of, financed or refinanced, as part of or in connection with any disposition sale, disposition, financing or refinancing which is expressly permitted under by this Agreement or otherwise consented to by the Required Lenders (including the release of Revolving Loan Agreement at any Guarantor in connection with any such disposition)time; or (iii) subject to Section 15.113.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is expressly permitted by Section 11.2(d)(i) this Agreement or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by Revolving Loan Agreement at any such Lien is permitted by Section 11.1(b))time. Upon request by Administrative Agent at any time, the Lenders will promptly confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.1113.10. Administrative Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Administrative Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Administrative Agent) obtain possession or control of any such assets or Collateral, such Lender shall promptly notify Administrative Agent thereof in writing, and, promptly upon Administrative Agent’s written request therefor, shall deliver such assets or Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions or transfer control to Administrative Agent in accordance with Administrative Agent’s instructions. Each Lender agrees that, except as otherwise expressly provided herein, it will not have any right individually to enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any Collateral for the Liabilities unless instructed in writing to do so by Administrative Agent, it being understood and agreed that such rights and remedies may be exercised only by Administrative Agent.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit (other than contingent indemnification obligations which are not threatened or pending); (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders hereunder (including the release of any Guarantor in connection with any such dispositionguarantor); or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender Secured Party authorizes and directs Administrative the Agent to enter into the other Loan Documents for Guaranty and the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Pledge Agreement, and any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative The Agent is hereby authorized on behalf of all Lenderseach Secured Party, without the necessity of any notice to or further consent from any Lender Secured Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral Collateral, the Notes, or Loan the other Security Documents which that may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and any of the other Loan Documentsforegoing documents. The Lenders irrevocably Secured Parties hereby authorize Administrative the Agent, at its his option and in its his discretion, to do any and all of the following: (a) to release any Lien lien granted to or held by Administrative the Agent under upon any Collateral Document (i) upon Payment termination of the Secured Obligations and payment in Full; (ii) upon property sold or to be sold or disposed cash and satisfaction of as part all of the obligations at any time arising under or in connection with any disposition permitted under respect of this Agreement Agreement, the Notes, the other Security Documents, or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); transactions contemplated hereby or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))thereby. Upon request by Administrative the Agent at any time, the Lenders Secured Parties will confirm in writing Administrative the Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.119(i). Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by Secured Parties, as applicable, and upon at least five (5) business days’ prior written request by any Debtor, the Agent shall (and is hereby irrevocably authorized by Secured Parties to) execute such documents as may be necessary to evidence the release of the liens granted to the Agent for the benefit of Secured Parties 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 Secured Obligations or any liens upon all interests retained by any Debtor, 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. The Agent shall have no obligation whatsoever to Secured Parties or to any other person to assure that the Collateral exists or is owned by any Debtor or is cared for, protected or insured or that the liens granted to the 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 Agent in this Section 9(i) 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 Agent may act in any manner he may deem appropriate, in his sole discretion, given the Agent’s own interest in the Collateral as one of Secured Parties and that the Agent shall have no duty or liability whatsoever to Secured Parties, except for his gross negligence or willful misconduct.

Collateral Matters. Each Lender (and by accepting the benefits of the Collateral, each other Secured Party) authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of LendersLenders (and such other Secured Parties). Each Lender Secured Party hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all LendersSecured Parties. Administrative Agent is hereby authorized on behalf of all LendersSecured Parties, without the necessity of any notice to or further consent from any Lender Secured Party to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit (other than contingent indemnification obligations which are not threatened or pending); (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)hereunder; or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. At no time shall any Secured Party that is not the Administrative Agent or a Lender hereunder have a right to vote on any matters hereunder, including the full release of all Liens on the Collateral.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or the Required Lenders of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Collateral Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of Borrower hereunder and the expiration or termination of all Letters of Credit; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders hereunder (including the release of any Guarantor in connection with any such dispositionGuarantor); or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Collateral Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (a) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under Agent's Liens upon any Collateral Document (i) upon Payment the termination of the Commitments and payment and satisfaction in Fullfull by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) upon constituting property sold or to be being sold or disposed of as part of if the Borrowers certify to the Administrative Agent that the sale or disposition is made in connection compliance with SECTION 7.9 (and the Administrative Agent may rely conclusively on any disposition such certificate, without further inquiry); (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to the Borrowers under a lease which has expired or been terminated in a transaction permitted under this Agreement or otherwise consented to by Agreement. Except as provided above, the Required Lenders (including Administrative Agent will not release any of the release Administrative Agent's Liens without the prior written authorization of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; PROVIDED that the Administrative Agent may, in its discretion, release the Administrative Agent's Liens on Collateral valued in the aggregate not in excess of $500,000, or (b) to subordinate its interest in any Collateral to any holder the Foreign Currency Equivalent thereof, during each Fiscal Year without the prior written authorization of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that the Lenders and the Administrative Agent may conclusively rely release the Administrative Agent's Liens on a certificate from Borrower Collateral valued in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))aggregate not in excess of $1,000,000, or the Foreign Currency Equivalent thereof, during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Administrative Agent or the Borrowers at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release, or subordinate its interest in, release any Administrative Agent's Liens upon particular types or items of Collateral pursuant to this Section 14.11SECTION 12.11.

Collateral Matters. (a) Each Lender hereby irrevocably (subject to Section 7.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and directs on behalf of any other Financing Party under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 7.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the other Loan Documents for Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth benefits and immunities (i) provided to Administrative Agent in this AgreementSection 7 with respect to the Operative Agreements and the transactions contemplated therein, including without limitations any action acts taken or omissions suffered by Administrative Agent in connection with or Required Lenders contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Section 7 included Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral such documents, transactions, acts or Loan Documents which may be necessary to perfect omissions, and maintain perfected the Liens upon the Collateral granted pursuant to (ii) as additionally provided in this Agreement and the other Loan Documents. The Lenders irrevocably authorize Operative Agreements with respect to Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(d) or in Section 5.09(e); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 14.11the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable (or otherwise in connection with any permitted release), and promptly after written request by the Borrower or any other Loan Party to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary or reasonably requested to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties in or pursuant to any Loan Document upon the Collateral that was sold or transferred or otherwise permitted to be released from any such Liens; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable and good faith opinion, would expose the Administrative Agent to liability or create any obligation (other than customary further assurances) 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 Secured Obligations or any Liens upon (or obligations of the Loan Parties in 105 respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

Collateral Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the L/C Issuers and the Swing Line Lender hereby (A) consents to the terms of the Intercreditor Agreement, (B) authorizes and directs the Administrative Agent to enter into the other Loan Documents for Intercreditor Agreement on behalf of the benefit Secured Bank Creditors, and (C) authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of Lendersthe Secured Creditors. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with Without limiting the provisions of this Agreement or Section 9.09, the other Loan DocumentsAdministrative Agent, each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank and a potential LOC Bank), the L/C Issuers and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Swing Line Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon irrevocably authorize the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Pledged Interest and any Lien on any property granted to or held by Administrative the Collateral Agent under any Collateral Loan Document (i) upon Payment in Full; the occurrence of the Facility Termination Date subject to the Intercreditor Agreement, (ii) upon property that is sold or to be sold or otherwise disposed of as part of or in connection with any sale or disposition permitted hereunder or under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); other Loan Document, or (iii) subject to Section 15.110.01, if approved approved, authorized or ratified in writing by the Required LendersLenders subject to the Intercreditor Agreement; and to acknowledge in writing, in form and substance satisfactory to the Collateral Agent, the priority of any Lien granted under any indemnity agreement or (b) to subordinate its interest surety agreement in any Collateral to any holder favor of a Lien on that Collateral which is surety providing a bond to the Company and/or its Subsidiaries as permitted by Section 11.2(d)(iclause (c) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether of the Debt secured by any such Lien is permitted by Section 11.1(b))definition of “Customary Permitted Lien”. Upon request by Administrative the Collateral Agent at any time, the Required Lenders will confirm in writing Administrative the Collateral Agent’s authority to release, release or subordinate its interest in, in particular types or items of Collateral property pursuant to this Section 14.119.10. 134 90295627_3 The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from any Lender the Lenders, from time to time, to take any action actions with respect to any Collateral or Loan Documents Security Instruments which may be necessary to perfect and maintain perfected the Acceptable Security Interests in and Liens upon the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecurity Instruments. The Lenders irrevocably authorize Administrative AgentAgent is further authorized on behalf of the Lenders, at its option and in its discretionwithout the necessity of any notice to or further consent from the Lenders, from time to time, to do take any and all action (other than enforcement actions requiring the consent of, or request by, the Required Lenders as set forth in Section 7.02 or Section 7.03 above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the following: (a) Lenders under the Loan Documents or applicable law. Each Lender irrevocably authorizes Administrative Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral: (a) upon termination of the Commitments, termination or expiration of all Letters of Credit, and payment in full of all Obligations payable under this Agreement and under any Collateral Document (i) upon Payment in Fullother Loan Document; (iib) upon property constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented the other Loan Documents; (c) constituting Property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting Property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Required Lenders (including the release of any Guarantor in connection with any Borrower or such disposition)Subsidiary to be, renewed or extended; or (iiie) subject to Section 15.1if approved, if approved authorized or ratified in writing by the applicable Required Lenders or all the Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted , as the case may be, as required by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))9.01. Upon the request by of the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant to this Section 14.118.09.

Collateral Matters. Each Lender authorizes Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Agent-Related Persons, the Lenders and directs the Letter of Credit Issuing Banks hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement or any other Security Document, it being understood and agreed that all powers, rights and remedies under any of the Security Documents may be exercised solely by the Administrative Agent, the Collateral Agent to enter into or the other Loan Documents Sub-Collateral Agent, as applicable, for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders the Secured Parties in accordance with the provisions terms thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent or Sub-Collateral Agent for the benefit of this Agreement the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Administrative Agent, Collateral Agent (or the Sub-Collateral Agent) on any of the Collateral pursuant to a public or private sale or other Loan Documentsdisposition (including, and without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the exercise by Bankruptcy Code), the Administrative Agent, the Collateral Agent or Required Lenders of the powers set forth in this Agreement Sub-Collateral Agent (or thereinany Lender, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action except with respect to any Collateral a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or Loan Documents which otherwise of the Bankruptcy Code) may be necessary to perfect and maintain perfected the Liens upon the purchaser or licensor of any or all of such Collateral granted pursuant to this Agreement at any such sale or other disposition and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option the Collateral Agent or the Sub-Collateral Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its discretionor their respective individual capacities) shall be entitled, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by instructions from the Required Lenders; , for the purpose of bidding and making settlement or (b) to subordinate its interest in payment of the purchase price for all or any portion of the Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by sold at any such Lien is permitted 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 Section 11.1(b)). Upon request by the Administrative Agent, the Collateral Agent or the Sub-Collateral Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, such sale or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11other disposition.

Collateral Matters. Each (a) Except with respect to the exercise of setoff rights in accordance with Section 10.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Lender authorizes and directs Administrative Agent shall have any right individually to enter into realize upon any collateral or enforce any part of this Agreement, the other Loan Documents for or the benefit of Lenders. Each Lender hereby agrees thatRequired Third Party Documents with respect to the Obligations, except as otherwise set forth in this Agreementit being understood and agreed that all powers, any action taken rights and remedies under the Loan Documents may be exercised solely by Administrative Agent or Required on behalf of the Lenders in accordance with the provisions of this Agreement or the other Loan Documentsterms thereof. In its capacity, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Lenders within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any collateral is hereafter pledged by any Person as collateral security for the Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of Administrative Agent on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender to take any action with . With respect to any Collateral or Loan Documents which may be necessary action by Administrative Agent to perfect enforce the rights and maintain perfected remedies of Administrative Agent and the Liens upon the Collateral granted pursuant to Lenders under this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, each Lender hereby consents to do any and all the jurisdiction of the following: (a) court in which such action is maintained, and agrees to release any Lien granted deliver its Note to or held by Administrative Agent to the extent necessary to enforce the rights and remedies of Administrative Agent for the benefit of the Lenders under the Mortgage in accordance with the provisions hereof. Each Lender agrees to indemnify each of the other Lenders for any Collateral Document (i) upon Payment in Full; (ii) upon property sold loss or to be sold damage suffered or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to cost incurred by the Required Lenders such other Lender (including without limitation, attorneys’ fees and expenses and other costs of defense) as a result of the release breach of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.1110.07 by such Lender.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon Payment termination of the Commitments and payment in Fullfull of all Loans and all other obligations of Borrowers hereunder and the expiration or termination of all Letters of Credit; (ii) upon constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)hereunder; or (iii) subject to Section 15.1, if approved approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that such Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii(d)(ii) (it being understood that the Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). The Lenders further irrevocably authorize the Administrative Agent to release any Lien held by the Administrative Agent with respect to certain real property previously owned by Roadrunner (and sold by Roadrunner prior to the Closing Date) located in Vilas County, Wisconsin, and the Administrative Agent hereby agrees to deliver such release to Borrowers on or promptly following the Closing Date. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. (A) Each Lender authorizes and directs Administrative the Agent to enter into the other Loan Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make such changes to the form Acknowledgment Agreement attached hereto as EXHIBIT A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of the Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in this Agreementherein, any action taken by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the other Loan Security Documents, and the exercise by Administrative Agent or the Required Lenders or each of the Lenders, as applicable, of the powers set forth in this Agreement herein or therein, together with all such other powers as are reasonably incidental thereto, will shall be authorized by, and binding upon, upon all of the Lenders. Administrative The 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 Loan Documents Security Document which may be necessary or appropriate to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to this Agreement and the other Loan Security Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11.

Collateral Matters. Each Lender authorizes (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and directs agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent to enter into on behalf of the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders Secured Parties in accordance with the provisions of this Agreement or terms thereof. In its capacity, the other Loan Documents, and the exercise by Administrative Agent or Required Lenders is a “representative” of the powers set forth Secured Parties within the meaning of the term “secured party” as defined in this Agreement or thereinthe UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. the Administrative Agent is hereby authorized authorized, and hereby granted a power of attorney, to execute and deliver on behalf of all Lenders, without the necessity of Secured Parties any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary or appropriate to grant and perfect and maintain perfected a Lien on such Collateral in favor of the Liens upon Administrative Agent on behalf of the Collateral granted pursuant to this Agreement and the other Loan DocumentsSecured Parties. The Lenders irrevocably hereby authorize the Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Administrative Agent under upon any Collateral Document (i) upon Payment as described in FullSection 9.02(d); (ii) upon property sold or to be sold or disposed as permitted by, but only in accordance with, the terms of as part of or in connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition)applicable Loan Document; or (iii) subject to Section 15.1if approved, if approved authorized or ratified in writing by the Required Lenders; or (b) , unless such release is required to subordinate its interest in any Collateral to any holder be approved by all of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b))Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this Section 14.11the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative 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 Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.