Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Documents (which, for purposes of this Section 12, also shall include all Cash Management Control Agreements, Landlord Personal Property Collateral Documents Access Agreements, bailee agreements and similar agreements) and the Intercreditor Agreement for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Collateral DocumentsIntercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Total Revolving Loan Commitments Commitment (and all Letters of Credit) and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Company and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents, the last sentence of each of Sections 10.01 and 10.02 or other disposition of Collateral after in the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11Intercreditor Agreement. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 12.10 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Security Documents for on behalf of the benefit of such Lender and the L/C IssuerLenders. Each Lender authorizes and directs the Administrative Agent to accept such Acknowledgment Agreements in form and substance as the Administrative Agent deems appropriate. Each Lender also authorizes and directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the L/C Issuer Lockbox Accounts (including the Lockbox Agreements) on such terms as the Administrative Agent deems necessary. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Collateral Security Documents, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents Security Document which may be necessary or appropriate to perfect or obtain priority and maintain perfected the Liens perfection and priority of the security interest in and liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full cash and satisfaction of all of the Obligations (other than contingent indemnification obligationsincluding the Letter of Credit Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Administrative Agent if the applicable Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 9.3 (and the expiration Administrative Agent may rely conclusively on any such certificate, without further inquiry) or termination of all Letters of Credit, (Biii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1113.10(b). (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to clause the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (b5) aboveBusiness Days' prior written request by the applicable Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable CollateralCollateral 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 's opinion, would expose the Administrative Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Borrower or any other Loan Party Subsidiary in respect of) all interests retained by such Borrower or any other Loan PartySubsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower the Borrowers or any other Loan Party Subsidiary or is cared for, protected or insured or that the Liens liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 13.10 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (aA) Each Lender and the L/C Issuer hereby irrevocably Issuing Bank authorizes and directs Agent to enter into the Collateral Documents Financing Agreements for the benefit of such Lender Lenders and the L/C IssuerIssuing Bank. Each Lender and the L/C Issuer Issuing Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Documents, Financing Agreements and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerIssuing Bank. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Issuing Bank, from time to time prior to, an Event of to a Default, to take any action with respect to any Collateral or Collateral Documents Financing Agreements which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to any of the Collateral DocumentsFinancing Agreements. (bB) Each Lender and the L/C issuer The Lenders hereby irrevocably authorize Agent, at its option and in its discretion, (i) Agent to release any Lien on any property granted to or held by Agent under upon any Loan Document (A) Collateral upon termination of this Agreement and the Aggregate Revolving Loan Credit Commitments and payment in full and satisfaction of all Obligations (other than contingent indemnification obligations) of the Liabilities at any time arising under or in respect of this Agreement and the expiration other Financing Agreements or termination of all Letters of Creditthe transactions contemplated hereby or thereby. In addition, (B) that is sold or the Lenders and the Issuing Bank hereby authorize Agent to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate release any Lien on any property granted to or held by Agent under upon any Loan Document Collateral (i) constituting property being sold or disposed of upon receipt of the proceeds of such sale by Agent if a Borrower certifies to Agent that the holder sale or disposition is made in compliance with Subsection 8.6 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (ii) constituting Collateral with a value as certified to Agent by a Borrower of less than $1,000,000 in the aggregate in any Lien Fiscal Year (and Agent may rely conclusively on any such property that is permitted by this Agreement or any other Loan Documentcertificate, without further inquiry). Upon request by Agent at any time, each Lender the Lenders and the L/C Issuer Issuing Bank will confirm in writing Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11Subsection 10.10. (cC) Subject to clause Upon the release of any Lien in accordance with Subsection 10.10(B), and upon at least five (b5) aboveBusiness Days' prior written request by a Borrower, Agent shall (and is hereby irrevocably authorized by each Lender the Lenders and the L/C Issuer Issuing Bank to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateralsuch Liens; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s 's reasonable opinion, would expose Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations Liabilities or any Liens upon (or obligations of such Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Partysuch Borrower, 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, Agent shall be authorized to deduct all expenses of the Expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (dD) Agent shall have no obligation whatsoever to any Lenderthe Lenders, the L/C Issuer Issuing Bank or to any other Person to assure that the Collateral exists or is owned by any Borrower or any other Loan Party Person or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 Subsection 10.10 or in any of the Collateral Documents, Financing Agreements it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s 's own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to the Lenders or the L/C IssuerIssuing Bank, except for Agent's gross negligence or willful misconduct. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably (including in its capacity as an Issuing Lender) authorizes and directs the Security Agent to enter into the Collateral Security Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Creditors. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Security Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender The Lenders hereby authorize and direct the L/C issuer hereby irrevocably authorize Security Agent, at its option and in its discretion, (i) discretion or upon request of a Borrower, to release or subordinate (as the case may be) any Lien on any property granted to or held by the Security Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments Total Commitment (and all Letters of Credit) and payment in full and satisfaction of all of the Secured Obligations (other than inchoate indemnification obligations and other contingent indemnification obligationsobligations not due and payable) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than an Obligor unless such respective Obligor is not required to give a security interest in the assets being transferred) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.05, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Security Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1112.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Security Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party Obligor or is cared for, protected or insured or that the Liens granted to the Security Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Security Agent in this Section 9.11 or 12.10, in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Security Agent’s own interest in the Collateral as one of the Lenders and that the Security Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Security Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the L/C IssuerSecurity Agent. The Security Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Security Agent. (e) Each Lender authorizes and directs the Security Agent and the L/C Issuer hereby appoints each other Lender as agent for Administrative Agent to enter into the purpose intercreditor agreements, third party holder (tiers détenteur) appointment agreements and related documents in respect of perfecting Lenders’ the Secured Hedging Arrangements and the L/C IssuerSecured Cash Management Arrangements and this Section 12.10(e), it being understood that such intercreditor agreements and/or other documents shall contain an acknowledgement that the Hedging Creditors and Cash Management Creditors are bound by and restate the authorizations set forth in Section 12.11. (f) Each Lender authorizes and directs the Security Agent and the Administrative Agent to enter into acknowledgments and other agreements with the financial institutions providing the cash pooling arrangements which recognize such financial institution’s right to net out balances in the deposit accounts included in the cash pooling arrangements will be senior to the security interest in assets which, in accordance with Article 9 of the UCC can Security Agent in such deposit accounts. It is understood and agreed that the Collection Accounts and Concentration Accounts will not be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any permitted to be subject to such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionscash pooling arrangements.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Collateral Documents Pledge Agreement for the benefit of such Lender the Lenders and the L/C Issuerother Secured Creditors. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) in accordance with the provisions of this Agreement or the Collateral DocumentsPledge Agreement, and the exercise by the Required Lenders (or all the Lenders, as the case may be) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents the Pledge Agreement which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Collateral DocumentsPledge Agreement. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsthe Borrower and its Subsidiaries) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Section 10.02, (Biii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentand/or the Pledge Agreement. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1112.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 12.10 or in any of the Collateral DocumentsPledge Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into (x) the Collateral Documents Security Documents, the ABL/Term Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of such Lender the Lenders and the Lother Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/C IssuerTerm Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and any Other Intercreditor Agreement in connection with the incurrence by any Loan Party of Indebtedness pursuant to Sections 8.01(c) or (v), Indebtedness secured by a Lien permitted under Section 8.02(b) 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 Sections 8.01(b) or (c), Section 8.02(b) or Permitted Incremental Equivalent Debt, as applicable) and (z) any Incremental Amendment as provided in Section 2.15, any Extension as provided in Section 2.16 and any Refinancing Amendment pursuant to Section 2.17). Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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, the First Lien/Second Lien 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 or any Collateral or Security Documents, the 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 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 or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral shall be automatically released (Ai) upon termination the occurrence of the Aggregate Revolving Loan Commitments and payment in full Termination Date, (ii) constituting property being sold or otherwise disposed of all Obligations (to Persons other than contingent indemnification obligationsHoldings and its Subsidiaries) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Section 8.04, (Biii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12) or (Div) as otherwise may be expressly provided in connection with the relevant Security Documents. The Lenders hereby authorize the Administrative Agent to, and the Administrative Agent shall direct the Collateral Agent to, take any foreclosure sale or other disposition of Collateral after action reasonably requested by the occurrence of an Event of Default; and (ii) Borrower to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on evidence such property that is permitted by this Agreement or any other Loan Documentrelease. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1111.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 11.10 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders arising from such acts, if any, or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 any failure to monitor or maintain any portion of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made)) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 9.12 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby The Lenders irrevocably authorize the Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations known to the Agent and payable under this Agreement or any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers or any of their Subsidiaries to be, renewed or extended; (v) consisting of an instrument evidencing Debt or other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSubsection 12.01(f). Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Subsection 11.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent’s rights under this Section 9.1111.11. (c) Subject to clause Each Lender agrees with and in favor of each other (b) above, Agent which agreement shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders the Borrowers) that the Borrowers’ obligations to such Lender under this Agreement and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent other Loan Documents are not and shall not be required to execute secured by any real property collateral now or hereafter acquired by such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosureLender. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender (including the Issuing Lender and each Lender is its capacity as the L/C Issuer hereby irrevocably provider of a Secured Hedging Agreement or Secured Cash Management Agreement) authorizes and directs the Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender (including the Issuing Lender and each Lender is its capacity as the L/C Issuer provider of a Secured Hedging Agreement or Secured Cash Management Agreement) hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders (including the Issuing Lender and each Lender is its capacity as the L/C Issuerprovider of a Secured Hedging Agreement or Secured Cash Management Agreement), without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each The Lenders (including the Issuing Lender and each Lender is its capacity as the L/C issuer provider of a Secured Hedging Agreement or Secured Cash Management Agreement) hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, , to (i) to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (A) upon termination of the Aggregate Total Revolving Loan Commitments Commitment (and all Letters of Credit) and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (B) that is sold the subject of a sale or other disposition which the Company certifies in writing to be sold as part of the Administrative Agent is in compliance with Section 10.02 or a Lien which the Company certifies in connection with writing to the Administrative Agent is a Permitted Lien entitled to priority over the Collateral Agent’s Lien (and the Administrative Agent may rely conclusively on any sale permitted hereunder or under any other Loan Documentsuch certificate without further inquiry), (C) subject to Section 10.01that does not constitute a material portion of the Collateral, (D) if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (DE) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents or other disposition of Collateral after in the occurrence of an Event of Default; and Intercreditor Agreement, (ii) release any Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (iii) subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Credit Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Section 10.01(g). (c) Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this Section, the Collateral pursuant Agent will, at the Borrowers’ expense, execute and deliver to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute applicable Credit Party such documents as such Credit Party may be necessary reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or subordination to subordinate its interest in such item, or to release such Guarantor from its obligations, in each case in accordance with the terms of the Liens granted to Agent for the benefit of Agent Credit Documents and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosurethis Section 12.10. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 or 12.10, in any of the Collateral DocumentsSecurity Documents or in the Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence, willful misconduct or the L/C Issuerbad faith (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender Administrative Agent and the L/C Issuer hereby appoints Lenders appoint each other Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Lenders’ and Liens in any Collateral held or controlled by such Lender, to the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be extent such Liens are perfected only by possessionpossession or control. Should If any Lender obtains possession or the L/C Issuer (other than Agent) obtain possession control of any such Collateral, such Lender or the L/C Issuer it shall notify Administrative Agent thereof, thereof and, promptly upon Administrative Agent’s request therefor shall request, deliver such Collateral to Administrative Agent or otherwise deal with it in accordance with Administrative Agent’s instructions. (f) Administrative Agent shall promptly forward to each Lender, when complete, copies of any field audit, examination or appraisal report prepared by or for Administrative Agent with respect to any Credit Party or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor Administrative Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Administrative Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon the Credit Parties’ books and records as well as upon representations of the Credit Parties’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Administrative Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or indirect result of Administrative Agent furnishing a Report to such Lender. (g) The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Collateral Agent. The Collateral Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Collateral Agent.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Collateral Loan Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document (A) Collateral upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentin accordance with Section 13.10. Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11or any other applicable provision of any of the other Loan Documents. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to clause (b) abovethe terms of this Agreement, and upon at least 5 Business Days’ prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by each Lender and all of the L/C Issuer Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable CollateralCollateral that was sold or transferred; provided provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty warranty; and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9.11 or in any of the Collateral Loan 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 it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to Lenders the Lenders, except to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Agent’s gross negligence or the L/C Issuerwillful misconduct. (e) Each Lender Upon the termination of this Agreement and the L/C Issuer hereby appoints each other Lender as agent for the purpose payment in full of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, all Obligations in accordance with Article 9 Section 13.10. (the “Full Payment”), upon the written request of the UCC can Borrower, the Agent and each Lender shall use commercially reasonable efforts to (i) assign, or sever into two (2) or more separate notes in denominations that the Borrower requests, each of its Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes, and assign the Security Deed on the Florida Property or the NY Mortgage, to any Person(s) designated by the Borrower, which assignment and severance documents shall be perfected only in recordable form, (ii) deliver to or as directed by possession. Should the Borrower all original executed Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes, as applicable, and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of such Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit, (iii) execute and deliver an allonge with respect to each Tranche A Borrower Note, Tranche A Florida Borrower Note or Tranche B Note (or as it may have been split pursuant to (i) above) and any other note(s) described in clause (ii) above, (iv) deliver the original recorded copy of the mortgage or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form as may be acceptable to the Agent and each such Lender in its sole discretion, in each case, without recourse against the Agent or any Lender and without any covenant, representation or warranty by the Agent or any Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance satisfactory to the Agent and the Lenders. In connection with any transaction contemplated by this Section 12.6., the Borrower shall submit to the Agent and each Lender for their review, not less than fifteen (15) days prior to the date of any assignment of the mortgage or the L/C Issuer (other than Agent) obtain possession payment in full of any such Collateralthe Obligations, such Lender or all instruments and documents to be executed by the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or any Lender. All out-of-pocket costs and expenses (including without limitation all fees and expenses of counsel) incurred by the Agent or any Lender pursuant to this Section 12.6(e) shall be paid and reimbursed by the Borrowers, jointly and severally. In addition to any indemnification obligations set forth elsewhere in accordance this Agreement or in any other Loan Document, the Borrowers, jointly and severally, shall indemnify the Agent, each Lender and each other Indemnified Party from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature incurred by any Indemnified Party arising from or in connection with Agent’s instructionsthis Section or any assignment, document, act, or obligation described herein or related hereto. The expense payment and reimbursement obligations, and the indemnification obligations, of the Borrowers set forth in this Section shall survive termination of this Agreement and the other Loan Documents.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral other Loan Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender this Agreement and the L/C issuer hereby other Loan Documents. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, , (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations being Paid in Full; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; or under any other Loan Document, (Ciii) subject to Section 10.0115.1, if approved, authorized or ratified in writing by the Required Lenders, ; or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (iib) to subordinate its interest in any Lien on Collateral to any property granted to or held by Agent under any Loan Document to the holder of any a Lien on such property that Collateral which is permitted by this Agreement or Section 11.2(d) (it being understood that the Administrative Agent may conclusively rely on a certificate from the Company in determining whether the Debt secured by any other Loan Documentsuch Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer 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 pursuant to this Section 9.11. (c) Subject 14.12. Each Lender hereby authorizes the Administrative Agent to clause (b) above, give all notices and take all actions in connection with any Subordinated Debt or Investment Note Debt in its discretion or at the discretion and direction of Required Lenders. Each Lender acknowledges and agrees that the Administrative Agent shall (is authorized to execute and is hereby irrevocably authorized by deliver the Subordination Agreement on behalf of such Lender and each Lender agrees to be bound by the terms, conditions and provisions of the Subordination Agreement as if it had executed the Subordination Agreement. Each Lender agrees that the Administrative Agent is authorized to act on its behalf for all matters pertaining to the Subordination Agreement and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosureInvestment Note Documents. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby The Lenders irrevocably authorize the Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations known to the Agent and payable under this Agreement or any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) constituting property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Company or any Subsidiary under any a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Company or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 11.01(f). Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this subsection 10.11(b), provided that the absence of any such confirmation for whatever reason shall not affect the Agent's rights under this Section 9.1110.11. (c) Subject to clause Each Lender agrees with and in favor of each other (b) above, Agent which agreement shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders the Company or any Subsidiary) that the Company's obligation to such Lender under this Agreement and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent other Loan Documents is not and shall not be required to execute secured by any real property collateral now or hereafter acquired by such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence Lender other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not real property described in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosureMortgages. (d) While an Event of Default has occurred and is continuing, the Agent shall have no obligation whatsoever deliver a "Payment Blockage Notice" (as defined in the Senior Subordinated Indenture) to any Lender, the L/C Issuer Trustee under the Senior Subordinated Indenture at the direction or any other Person to assure that with the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any consent of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C IssuerRequired Lenders. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Security Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note Loan or Committed Amount (or any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Documents, Security Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral the Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon the termination or expiration of the Aggregate Revolving Loan Commitments Committed Amounts and the payment in full and satisfaction of all Obligations (other than contingent indemnification obligations) principal of and interest on each Loan and all fees and then-accrued expenses payable hereunder and the expiration or termination of all Letters of CreditCredit (other than those that have been fully cash collateralized on customary terms reasonably acceptable to the applicable Issuing Bank) and the reimbursement of all LC Disbursements, (Bii) that is constituting property being sold or otherwise disposed of (to be Persons other than the Borrower and the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 6.06 (including, for the avoidance of doubt, Securitization Assets sold as part of or in connection with any sale permitted hereunder or under any other Loan Documenta Securitization Facility), (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 9.02) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer 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 9.118.12. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower Party or any other Loan Party grantor of a Lien under the Security Documents or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 8.12 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of Lenders the Lenders, and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) Each Lender The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the L/C Issuer hereby appoints each Security Documents (i) if such Person ceases to be a Restricted Subsidiary, (ii) upon such Person ceasing to be a required Guarantor pursuant a sale or other Lender as agent for disposition in compliance with Section 6.06, (iii) if approved, authorized or ratified in writing by the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 Required Lenders (or all of the UCC can Lenders hereunder, to the extent required by Section 9.02) or (iv) as otherwise may be perfected only expressly provided in the relevant Security Documents. Upon request by possession. Should the Administrative Agent at any Lender or time, the L/C Issuer (other than Lenders will confirm in writing the Administrative Agent) obtain possession of ’s authority to release any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral Guarantor pursuant to Agent or in accordance with Agent’s instructionsthis Section 8.12.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer Issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause subsection (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby hereby, irrevocably authorizes and directs Agent Agent: (i) to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized Person; (but not obligatedii) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer such Person from time to time prior to, to an Event of Default, to take any action with respect to the Collateral Documents, any Collateral or any other property the subject of any Collateral Documents which that may be necessary to perfect and maintain perfected the Liens upon the Collateral collateral granted pursuant to the Collateral Loan Documents. ; (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (iiii) to release any Lien on any property granted to or held by Agent under any Loan Document Document: (A) upon termination of the Aggregate Revolving Loan aggregate Commitments and payment when all Obligations have been paid in full of all Obligations (other than unasserted contingent indemnification obligations) obligations and any other obligations which, by their terms, are to survive the expiration or termination of all Letters of Credit, this Agreement); (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, ; (C) subject to Section 10.0112.7, if approved, authorized or ratified in writing by the Required Lenders, ; or (D) in connection with any commercially reasonable foreclosure sale or other commercially reasonable disposition of Collateral any property after the occurrence of an Event of Default; and and (iiiv) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 9.1113.11. (cb) Subject to clause (bSection 13.11(a)(iii) aboveand Section 13.11(a)(iv), Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateralproperty; provided that that: (i) Agent shall not be required to execute any such document on terms whichthat, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty warranty; and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateralcollateral. In the event of any sale or transfer of Collateralcollateral, or any foreclosure with respect to any of the Collateralcollateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (dc) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lender or any other Person to assure that the Collateral any collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 13.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateralany collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral any collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C IssuerLenders. (ed) Each Lender and the L/C Issuer hereby appoints each other Lender such Person as agent for the purpose of perfecting Lenders’ and the L/C IssuerAgent’s or such Person’s security interest in assets whichthat, in accordance with Article Section 9 or Division 9 (as applicable) of the UCC UCC, can be perfected only by possession. Should any Lender or the L/C Issuer such Person (other than Agent) obtain possession of any such Collateralcollateral, such Lender or the L/C Issuer Person shall notify Agent thereof, and, promptly upon Agent’s request therefor therefor, shall deliver such Collateral collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and (including in their capacity as a Swingline Lender, Issuing Lender, Agent and/or Lead Arranger, as the L/C Issuer hereby irrevocably case may be) authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Security Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender The Lenders hereby authorize and direct the L/C issuer hereby irrevocably authorize Security Agent, at its option and in its discretion, (i) , to release or subordinate (as the case may be) any Lien on any property granted to or held by the Security Agent upon any Collateral and the Guarantees under any Loan Document the Guarantee and Collateral Agreement and/or Canadian Guarantee and Collateral Agreement (Ai) upon termination of the Aggregate Revolving Loan Commitments Total Commitment (and all Letters of Credit and Bankers’ Acceptances (or the obligations in an amount of 105% of outstanding stated amounts are cash collateralized), and payment in full and satisfaction of all of the Obligations (other than inchoate indemnification obligations and other contingent indemnification obligationsobligations not due and payable) and at any time arising under or in respect of this Agreement or the expiration Loan Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 10.13, or consummation of any transaction permitted hereunder as a result of which any Guarantor (other than SSCE, SSCC or any other Borrower) ceases to be sold as part a Subsidiary of or in connection with any sale permitted hereunder or under any other Loan DocumentHoldings, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents or other disposition of Collateral after in the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentIntercreditor Agreement. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Security Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1112.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Security Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Security Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Security Agent in this Section 9.11 or 12.10, in any of the Collateral DocumentsSecurity Documents or in the Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Security Agent’s own interest in the Collateral as one of the Lenders and that the Security Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) Each Lender The Security Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ Security Agent. The Security Agent (and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateralsub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such Lender sub-agent, trustee or third party and to their respective Affiliates to the L/C Issuer shall notify Agent thereof, and, promptly upon same extent that such provisions apply to the Security Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (ia) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer have been made), (Bii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and; (iib) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement Section 7.01; and (c) to acknowledge that the Lien of the Administrative Agent under any Loan Document does not encumber a Collateral Asset that has been sold by the Borrower for cash consideration if (i) such cash consideration has been delivered into the Collateral Account, (ii) the transfer of such Collateral Asset has not been or any other Loan Documentcannot be completed and (iii) the Borrower has settled such sale as a participation or similar arrangement (including settlement as a participation pending transfer). Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) 9.10. The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s opinionLien thereon, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (certificate prepared by the Borrower in connection therewith, nor shall the Administrative Agent be responsible or obligations of Borrower liable to the Lenders for any failure to monitor or maintain any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part portion of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.[***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION

Collateral Matters. (a) Each Lender (and by accepting the L/C Issuer hereby irrevocably benefits of the Collateral, each other Secured Party) authorizes and directs Administrative Agent to enter into the Collateral other Loan Documents for the benefit of Lenders (and such Lender and the L/C Issuerother Secured Parties). Each Lender and the L/C Issuer Secured Party hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerSecured Parties. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerSecured Parties, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, Secured Party to take any action with respect to any Collateral or Collateral Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender this Agreement and the L/C issuer hereby other Loan Documents. The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Administrative Agent under any Loan Collateral Document (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (Loans and all other than contingent indemnification obligations) obligations of the Company hereunder and the expiration or termination of all Letters of Credit, Credit (Bother than contingent indemnification obligations which are not threatened or pending); (ii) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; or under any other Loan Document, (Ciii) subject to Section 10.0115.1, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer 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 pursuant to this Section 9.11. (c) Subject 14.11. At no time shall any Secured Party that is not the Administrative Agent or a Lender hereunder have a right to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute vote on any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Partymatters hereunder, including the proceeds full release of the sale, all of which shall continue to constitute part of Liens on the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer Issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Administrative Agent at any time, each Lender and the L/C Issuer 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 9.11. (c) Subject to clause subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent Administrative Agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note Loan (or any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Documents, Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral and to release any Guaranty (Ax) upon termination the full and final payment of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) Obligations for which no claim has been made), termination of the Commitments of all Lenders and the expiration or L/C Issuers, and termination of all Letters of Credit, Credit (Bor Cash Collateralization thereof as acceptable to the applicable L/C Issuer) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (Cy) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, or (D) in connection with any foreclosure sale or other disposition of Collateral after to the occurrence of an Event of Default; andextent required by Section 11.01), (ii) to subordinate release any Lien on any property granted being sold or otherwise disposed of (to Persons other than the Parent Guarantor, the Borrower or held a Subsidiary) upon the sale or other disposition thereof in compliance with Section 7.11, or as otherwise may be expressly provided in the relevant Collateral Documents, and (iii) release the Guaranty of a Subsidiary upon request made by Agent under any Loan Document to the holder Borrower if (x) the Borrower has designated such Subsidiary as an Immaterial Subsidiary in compliance with the terms of any Lien on this Agreement, such property that Subsidiary is an Immaterial Subsidiary at the time of such release and no Default exists before or would exist immediately after such release, or (y) all of the Equity Interests in such Subsidiary are being Disposed of in a Disposition permitted by this Agreement or any other Loan DocumentSection 7.11. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral or particular Guaranties pursuant to this Section 9.119.10. In each case as specified in this Section 9.10(b), the Administrative Agent will, at the Borrower’s expense and upon presentation by the Borrower of a certificate of a Responsible Officer dated the date of the requested release and certifying as to the matters in the foregoing clause (i), (ii) or (iii), as applicable, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release such item of Collateral or such Guaranty, as applicable, in each case in accordance with the terms of this Section 9.10(b). (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to require evidence that or otherwise assure that the Collateral exists or is owned by Borrower any Loan Party or any other Loan Party grantor of a Lien under the Collateral Documents or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 9.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of Lenders the Lenders, and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Agent is hereby authorized (but not obligated) on behalf ------------------ of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby The Lenders irrevocably authorize the Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations known to the Agent and payable under this Agreement or any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or any time thereafter; (iv) constituting property leased to the Borrower or any Subsidiary under any a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended;(v) consisting of an instrument evidencing Indebtedness or other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders or all of the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentsubsection 10.1(d). Upon request by the Agent at any ------------------ time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this subsection 9.10(a), ------------------ provided that the absence of any such confirmation for whatever reason shall not -------- affect the Agent's rights under this Section 9.11.. ------------ (c) Subject to clause Each Lender agrees with and in favor of each other (b) above, Agent which agreement shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders the Borrower or any Subsidiary) that the Borrower's obligation to such Lender under this Agreement and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent other Loan Documents is not and shall not be required to execute secured by any real property collateral now or hereafter acquired by such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence Lender other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender Mortgaged Real Property and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsModesto Property.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Security Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note Loan or Committed Amount (or any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Documents, Security Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral the Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon the termination or expiration of the Aggregate Revolving Loan Commitments Committed Amounts and the payment in full and satisfaction of all Obligations (other than contingent indemnification obligations) principal of and interest on each Loan and all fees and then-accrued expenses payable hereunder and the expiration or termination of all Letters of CreditCredit (other than those that have been fully cash collateralized on customary terms reasonably acceptable to the Issuing Bank) and the reimbursement of all LC Disbursements, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and the Restricted Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 6.06, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 9.02) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer 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 9.118.12. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower Party or any other Loan Party grantor of a Lien under the Security Documents) or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 8.12 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of Lenders the Lenders, and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer Secured Creditor hereby irrevocably authorizes and directs the Administrative Agent or the Collateral Agent, as applicable, to enter into the Collateral Documents Security Documents, the Intercreditor Agreements for the benefit of such Lender the Lenders and the L/C Issuerother Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Indebtedness permitted hereby, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as is expressly permitted hereby)); provided, that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any ABL Secured Hedging Agreement. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) Collateral Agent to release or subordinate, as applicable, any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (Awithout notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any ABL Secured Hedging Agreement) (i) upon termination of the Aggregate Revolving Loan Commitments Total Commitment and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligationsand reimbursement obligations and other than obligations in respect of any ABL Secured Hedging Agreement) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, whether or not on the date of such release there may be outstanding Obligations in respect of ABL Secured Hedging Agreements, (ii) constituting property being sold or otherwise disposed of (to Persons other than Parent and the expiration Credit Parties) upon the sale or termination of all Letters of Creditother disposition thereof in compliance with Section 10.02, (Biii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents, in the Intercreditor Agreements or the last sentence of each of Sections 10.01 (Dso long as the Priming Term Loan Agent has released or concurrently releases its Lien on such Collateral) in connection and 10.02, (v) constituting property following or concurrently with any foreclosure a sale or other disposition (to Persons other than Parent and the other Credit Parties) of a Subsidiary of Parent in compliance with Section 10.02, constituting property owned by such Subsidiary or (vi) constituting property subject to (or which will become subject to promptly following such release) Liens pursuant to Section 9.01(f) or (m), and the Collateral after Agent shall promptly, at the occurrence written request of an Event of Defaultthe Borrowers, release or subordinate, as applicable, the Collateral Agent’s Liens on such property; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document provided, that the Borrowers have delivered to the holder Agents a certificate executed by an Authorized Officer of any Lien the Borrowers certifying that the applicable transaction is permitted under the Credit Documents (and the Required Lenders hereby authorize and direct the Agents to conclusively rely on such property that is permitted by certificate in performing their obligations under this Agreement sentence). Notwithstanding anything to the contrary contained herein or any other Loan Credit Document, when all Obligations (other than inchoate indemnification and reimbursement obligations and obligations in respect of any ABL Secured Hedging Agreement) have been paid in full and all Commitments have terminated or expired, in each case, in accordance with the terms of this Agreement, upon request of the Borrowers, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any ABL Secured Hedging Agreement) take such actions as shall be required to release all guarantee obligations provided for in any Credit Document, whether or not on the date of such release there may be outstanding Obligations in respect of ABL Secured Hedging Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its or their property, or otherwise, all as though such payment had not been made. (c) Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure12.10. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 12.10 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender Anything contained in any of the Credit Documents to the contrary notwithstanding, Parent, the other Credit Parties, the Administrative Agent, the Collateral Agent and each other Secured Creditor hereby agree that (i) no Secured Creditor other than the Administrative Agent or Collateral Agent, as applicable, shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty; it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Creditors in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Creditors in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the L/C Issuer hereby appoints each other Lender Collateral Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of perfecting Lenders’ bidding and the L/C Issuer’s security interest in assets which, in accordance with Article 9 making settlement or payment of the UCC can be perfected only by possession. Should purchase price for all or any Lender or portion of the L/C Issuer (other than Agent) obtain possession of Collateral sold at any such Collateralsale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such Lender sale or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsother disposition.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into accept the Collateral other Credit Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) authorized, on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action action, in its sole discretion, with respect to any Collateral or Collateral Documents Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to the Collateral Documentsthis Agreement. (b) Each Lender and the L/C issuer Lenders hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full immediately available funds and satisfaction of all of the Obligations (other than contingent indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting Property being sold or to be sold as part disposed of upon receipt of the proceeds of such sale by Agent if the sale or in connection with any sale disposition is permitted hereunder under this Agreement or under any other Loan Document, Credit Document or is made by Agent in the enforcement of its rights hereunder following the occurrence of an Event of Default or (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) unless such release is required to subordinate any Lien on any property granted to or held be approved by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentall Lenders hereunder. Upon request by Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1111.10(b). (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is in the possession of a custodian pursuant to the Custodian Agreement or is owned by Borrower or any other Loan Party Borrowers or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 11.10 or in any of the Collateral Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders Lenders, except for its gross negligence or the L/C Issuerwillful misconduct. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral other Loan Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender this Agreement and the L/C issuer hereby other Loan Documents. The Lenders irrevocably authorize Agent, at its option and in its discretion, , (ia) to release any Lien on any property granted to or held by Agent under any Loan Collateral Document (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (Loans and all other than contingent indemnification obligations) obligations of Borrower hereunder and the expiration or termination of all Letters of Credit, ; (Bii) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder (including the release of any guarantor); or under any other Loan Document, (Ciii) subject to Section 10.0115.1, if approved, authorized or ratified in writing by the Required Lenders, ; or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (iib) to subordinate its interest in any Lien on Collateral to any property granted to or held by Agent under any Loan Document to the holder of any a Lien on such property that Collateral which is permitted by this Agreement Section 11.2(d)(i) or Section 11.2(d)(iii) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any other Loan Documentsuch Lien is permitted by Section 11.1(b)). Upon request by Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing Agent’s authority to release release, or subordinate its interest in in, particular types or items of Collateral pursuant to this Section 9.11. (c) Subject 14.11. Each Lender hereby authorizes Agent to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and give blockage notices in connection with any Subordinated Debt at the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination direction of the Liens granted to Agent for the benefit of Agent and Required Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided agrees that (i) Agent shall it will not be required act unilaterally to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsnotices.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (i) , to release, or to authorize the Former Collateral Agent to release any Lien on any property granted to or held by the Former Collateral Agent under or Administrative Agent upon any Loan Document Collateral: (Ai) upon termination of the Aggregate Revolving Loan Commitments Commitments, the cancellation or expiry of all Letters of Credit and payment in full of all Loans and all other Obligations payable under this Agreement and under any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document, (C) subject to any required prepayment of the Loans pursuant to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D2.08(a) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and; (iiiii) to subordinate constituting property in which the Company or any Subsidiary of the Company owned no interest at the time the Lien on was granted or at any time thereafter; (iv) constituting property granted to or held by Agent under any Loan Document leased to the holder Company or any Subsidiary of any Lien on such property that is the Company under a lease which has expired or been terminated in a transaction permitted by under this Agreement or any other Loan Document. Upon request is about to expire and which has not been, and is not intended by Agent at any timethe Company or such Subsidiary to be, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release renewed or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11.extended; (cv) Subject consisting of an instrument evidencing Indebtedness or other debt instrument if the Indebtedness evidenced thereby has been paid in full ; (vi) held for repayments of drawings under a Letter of Credit if such collateral is to clause (b) abovebe used to make such repayment, Agent shall (and if such Collateral is hereby irrevocably authorized by each Lender and to be returned to the L/C Issuer to) execute such documents as may be necessary to evidence the release Company following expiration of a Letter of Credit or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination repayment of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair drawing by the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.Company; or

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (shall, and is hereby irrevocably authorized by each Lender and the L/C Issuer to) Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession, and each other Lender hereby accepts such appointment. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Notwithstanding the provisions in Section 13.23 (Special Appointment of Administrative Agent for German Security) below, each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Security Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders (or any authorized sub-group thereof) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) Administrative Agent to release and discharge any Lien on any property granted to or held by the Administrative Agent under or granted to and held by any Loan Document of the Lenders themselves upon any Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsany Credit Party) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with Section 10.02, (Biii) that is sold or upon the request of the Borrowers, so long as the fair market value of any Collateral released in any Fiscal Year pursuant to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Documentthis Section 12.10(b)(iii) does not exceed $5,000,000, (Civ) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (v) as otherwise may be expressly provided in the relevant Security Documents or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (iivi) to subordinate the extent the property constituting such Collateral is owned by any Lien on any property granted to or held by Agent Guarantor, upon the release of the Guarantor from its obligations under any Loan Document to its Guaranty in accordance with the holder terms of any Lien on such property that is permitted by this Agreement or any other Loan DocumentAgreement. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer 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 9.11.12.10(b), (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 12.10 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) In no event will the L/C IssuerAdministrative Agent be replaced hereunder (or under any of the other Credit Documents) unless agreed to by the Co-Collateral Agents and the Administrative Agent. (e) Each Lender authorizes and directs the L/C Issuer hereby appoints each other Lender as agent for Administrative Agent to enter into the purpose intercreditor agreements and related documents in respect of perfecting Lenders’ Secured Hedging Agreements and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only to enter into any intercreditor agreement contemplated by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsthis Agreement.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein or in Section 10.01the other Credit Documents, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Credit Agreement or and the Collateral other Credit Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the perfection of the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations (at any time arising under or in respect of this Credit Agreement or the other than contingent indemnification obligations) and Credit Documents or the expiration transactions contemplated hereby or termination of all Letters of Creditthereby, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders pursuant to Section 11.11; or (Diii) constituting property sold or to be sold or disposed of as part of or in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is thereof permitted by this Agreement or any other Loan Documenthereunder. Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1110.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Agent herein in or in pursuant to any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9.11 10.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s 's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Security Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer toIssuer) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and of the L/C Issuer Lenders hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerLender. Each Lender and of the L/C Issuer Lenders hereby agrees, and each holder of any Note of the Notes by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all each of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all each of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or of the L/C Issuer Lenders from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and of the L/C issuer Lenders hereby irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion,: (i) to release any Lien Liens on any property Property granted to or held by the Administrative Agent under any Loan Document (A) upon termination in full of all of the Aggregate Revolving Loan Commitments and payment in full and in cash of all of the Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (B) that is sold or to be sold as part of or in connection with any sale Disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.0110.1, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an any Event of Default; and (ii) to subordinate any Lien Liens on any property Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien Liens on such property Property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and of the L/C Issuer 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 9.11. (c) Subject to clause paragraph (b) above, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and of the L/C Issuer Lenders to) execute such documents Instruments as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided 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 or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty warranty, and (ii) such release or subordination shall not in any manner discharge, affect or impair any of the Obligations or any of the Liens upon (or obligations Obligations of Borrower any of the Principal Companies or any other Loan Party Parties in respect of) all any of the interests retained by Borrower any of the Principal Companies or any other Loan PartyParties, including the proceeds of the saleDisposition, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all expenses reasonably incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation obligations whatsoever to any Lenderof the Lenders, the L/C Issuer or any other Person Persons to assure that the Collateral exists or is owned by Borrower any of the Principal Companies or any other Loan Party Parties or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documentsinsured, it being understood and agreed that that, in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one duties and obligations of Lenders and that the Administrative Agent shall have no duty or liability whatsoever be subject always to Lenders or the L/C Issuerprovisions of Section 9.3. (e) Each Lender and of the L/C Issuer Lenders hereby appoints each of the other Lender Lenders as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest interests in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or of the L/C Issuer Lenders (other than the Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify the Administrative Agent thereof, thereof and, promptly upon the Administrative Agent’s request therefor therefore, shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders or all of the Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral other Loan Documents, and the exercise by the Required Lenders or all of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, an Event of Defaulttime, to take any action with respect to any Collateral Document or Collateral Documents Loan Document which may be necessary or appropriate to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender The Lenders hereby authorize the Collateral Agent, and the L/C issuer Collateral Agent hereby irrevocably authorize Agentagrees, at its option and in its discretion, (i) to to, upon the payment in full in cash of the Obligations (other than unasserted or contingent claims) and otherwise in accordance with the terms hereof and of (and at the times specified in) the Collateral Documents, release (x) any Lien on any property granted to or held by the Collateral Agent upon any collateral in accordance with the terms of the Collateral Documents, and (y) any Guarantor from its obligations under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Defaultguaranty; and (ii) to subordinate any Lien on any property collateral granted to or held by the Collateral Agent under any Loan Collateral Document to the holder of any Permitted Lien described in Section 7.1(b) and (iii) to subordinate or release any Lien on such property that is permitted any collateral granted to or held by this Agreement the Collateral Agent under any Collateral Document to the holder of any Permitted Lien described in Sections 7.1(j) and in each case under clause (ii) or any other Loan Document(iii) above, on customary and market terms as determined by the Collateral Agent in its reasonable discretion. Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral collateral, or to release any Guarantor from any guaranty, in each case, as permitted pursuant to this Section 9.119.2(b). (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral any collateral exists or is owned by any Borrower or any other Loan Party Subsidiary thereof or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of pursuant to the Collateral Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 9.2 or in any of the Collateral Loan Documents, it being understood and agreed that in respect of the Collateralcollateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral any collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or willful misconduct. Neither the L/C Issuer. Collateral Agent nor any of its directors, officers, partners, managers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ei) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements specified in any Loan Document; (iii) the satisfaction of any condition specified in any Loan Document, except receipt of items required to be delivered to the Collateral Agent; (iv) the validity, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (v) the existence or non-existence of any Default or Event of Default; or (vi) the financial condition of any Loan Party. Each Lender acknowledges that it has, independently and without reliance upon the L/C Issuer hereby appoints each Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Collateral Agent or any other Lender and based on such documents and information as agent for it shall deem appropriate at the purpose of perfecting Lenders’ and time, continue to make its own credit decisions in taking or not taking any action under the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsLoan Documents.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Majority Lenders in accordance with the provisions of this Credit Agreement or the Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments of all Lenders and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (other than contingent indemnification obligationsii) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Agent if the Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 8.9 hereof (and the expiration Agent may rely conclusively on any such certificate, without further inquiry) or termination of all Letters of Credit, (Biii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Majority Lenders, or (D) in connection with any foreclosure sale or other disposition unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder. Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1110.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to clause the terms of this Credit Agreement, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five (b5) aboveBusiness Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable CollateralCollateral 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 's opinion, would expose the Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party Subsidiary in respect of) all interests retained by the Borrower or any other Loan PartySubsidiary, 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 expenses of the Expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Party Subsidiary or is cared for, protected or insured or that the Liens granted to the Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9.11 10.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s 's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Security Documents for the benefit of such Lender and Lender, the L/C IssuerIssuer and the other Guaranteed and Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0111.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and Lenders, the L/C IssuerIssuer and the other Guaranteed and Secured Parties. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and Lenders, the L/C IssuerIssuer and the other Guaranteed and Secured Parties, without the necessity of any notice to or further consent from any Lender or Lender, the L/C Issuer or any other Guaranteed and Secured Party from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1110.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer toIssuer) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and Lenders, the L/C Issuer and the other Guaranteed and Secured Parties herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Issuer, any Guaranteed and Secured Party or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 10.11 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or Lenders, the L/C IssuerIssuer or the other Guaranteed and Secured Parties. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and ’, the L/C Issuer’s and the other Guaranteed and Secured Parties’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer Issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than (1) contingent indemnification obligationsobligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized - 94 - or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Administrative Agent at any time, each Lender and the L/C Issuer 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 9.11. (c) Subject to clause subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent Administrative Agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Revolving Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Credit Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Collateral Agent, at its option and in its discretion, (i) , upon the direction of the Agent to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations) and at any time arising under or in respect of this Credit Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or to be sold as part disposed of upon receipt of the proceeds of such sale by the Collateral Agent in compliance with Section 8.1 hereof or in connection with any sale permitted hereunder or under any other Loan Document, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition unless such release is required to be approved by all of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLenders hereunder. Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1110.10. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to clause the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (b5) aboveBusiness Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable CollateralCollateral that was sold or transferred; provided PROVIDED, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse recourse, representation or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Holdings, the Borrower or any other Loan Party of their respective Subsidiaries in respect of) all interests retained by Holdings, the Borrower or any other Loan Partyof their respective Subsidiaries, including 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 foreclosure or transfer of Collateral, or any foreclosure similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all expenses of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Holdings, the Borrower or any other Loan Party of their respective Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 10.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the The Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time-to-time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents. (b) Each Lender and the L/C issuer hereby The Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments Commitments, and payment in full of all Loans and all other Obligations known to the Collateral Agent and payable under this Agreement or any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) constituting property in which the Borrowers owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to a Borrower under any a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrowers to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) subject to Section 10.01, if approved, authorized or ratified in writing by all of the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1110.10; provided that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent’s rights under this Section 10.10. (c) Subject to clause (b) above, The Collateral Agent shall (and is hereby irrevocably authorized by each Lender may execute any of its duties under this Agreement and the L/C Issuer to) execute other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) duties. The Collateral Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to responsible for the negligence or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event misconduct of any sale agents or transfer of Collateral, or any foreclosure attorneys in fact selected by it with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosurereasonable care. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. Except as otherwise expressly provided in the Intercreditor Agreement: (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Agent is hereby authorized (but not obligated) on behalf of all of the Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral the Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents.; (b) Each Lender The Lenders and the L/C issuer hereby Issuer irrevocably authorize the Agent, at its option and in its discretion, , to authorize the release of any Lien granted for the benefit of the Agent and the Lenders upon any Collateral (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations known to the Agent and payable under this Agreement or any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) constituting property leased to Holdings, the Borrower or any Material Subsidiary under any a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by Holdings, the Borrower or such Material Subsidiary to be, renewed or extended; (iv) consisting of an instrument evidencing Indebtedness or other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cv) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 11.1. Upon request by the Agent at ------------- any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to authorize the release or subordinate its interest in of particular types or items of Collateral pursuant to this Section 9.11.10.11(b); and ---------------- (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints agree with and in favor of each other Lender as agent (which agreement shall not be for the purpose benefit of perfecting Lenders’ the Borrower or any Subsidiary) that the Borrower's and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, Obligors' obligations to such Lender and the Issuer under this Agreement and the other Loan Documents are not and shall not be secured by any Lien on real property collateral now or hereafter granted to such Lender and the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsIssuer.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerLender. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize authorizes Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (Ciii) subject to Section 10.0110.1, if approved, authorized or ratified in writing by the Required Lenders, or (Div) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.119.12. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s 's opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lender or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 9.12 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s 's own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C IssuerLenders. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s ' security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s 's request therefor shall deliver such Collateral to Agent or in accordance with Agent’s 's instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Collateral Security Documents for the benefit of such Lender and the L/C IssuerIntercreditor Agreement. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Collateral Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments (and all Letters of Credit) and payment in full and satisfaction of all of the Obligations (other than contingent inchoate indemnification obligations) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 10.02, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1112.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11 12.10 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the The Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuerby each Lender, without the necessity of any notice to or further consent from any Lender or Lender, and without the L/C Issuer from time obligation to time prior to, an Event of Defaulttake any such action, to take any action with respect to any Collateral or Collateral Documents any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens upon of the Collateral granted pursuant to the Collateral Security Documents. (b) Each The Lender and the L/C issuer hereby Parties irrevocably authorize Agent, at its option and in its discretion, (i) the Collateral Agent to release (and to execute and deliver such documents, instruments and agreements as the Collateral Agent may deem necessary to release) any Lien on any property granted to or held by the Collateral Agent under upon any Loan Document Collateral (i) upon (A) upon termination of the Aggregate Revolving Loan Commitments Commitments, (B) the full Cash Collateralization of the then outstanding L/C Obligations, (C) either full Cash Collateralization of or other arrangements satisfactory to the obligees thereof (or, in the case of any Lender Rate Contract provided or arranged by GE Capital or an Affiliate of GE Capital, satisfactory to GE Capital) in respect of Obligations under Lender Rate Contracts and Lender Bank Products and (D) the payment in full of all Loans and all other Obligations payable under this Agreement and under the other Credit Documents (other than contingent indemnification indemnity obligations for which no claim has been made and unasserted reimbursement obligations); (ii) and the expiration constituting property of any Loan Party or termination Restricted Subsidiary which is sold, transferred or otherwise disposed of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is transaction permitted by this Agreement or the Credit Documents; (iii) constituting property leased to any other Loan DocumentParty or Restricted Subsidiary under an operating lease which has expired or been terminated in a transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by any Loan Party or Restricted Subsidiary to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Lenders required by Section 8.04. In the case of clause (ii) above involving a sale of a Guarantor, the Lenders also irrevocably authorize the Administrative Agent to release a Guarantor from the Guaranty. Upon request by Agent at any timethe Collateral Agent, each Lender and the L/C Issuer Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.117.07. (c) Subject Any and all cash collateral for the Obligations shall be released to clause the Borrower, to the extent not applied to the Obligations, if (bi) abovethe Commitments have been terminated (ii) all Obligations (other than Obligations in respect of Lender Rate Contracts and Lender Bank Products) have been paid in full and are no longer outstanding, Agent shall (and is hereby irrevocably authorized by each Lender and the including, without limitation, any L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon other contingent obligations and (or obligations of Borrower or any other Loan Party in respect ofiii) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that Obligations in respect of Lender Rate Contracts and Lender Bank Products have been either fully Cash Collateralized or other arrangements satisfactory to the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriateobligees thereof (or, in its sole discretionthe case of any Lender Rate Contract provided or arranged by GE Capital or an Affiliate of GE Capital, given Agent’s own interest satisfactory to GE Capital) have been made; provided, that this shall not override the provisions in Sections 2.02(g) and 2.03 (a) dealing with the partial release of Cash Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuerset forth therein. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Security Documents for the benefit of such Lender and Lender, the L/C IssuerIssuer and the other Guaranteed and Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0111.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and Lenders, the L/C IssuerIssuer and the other Guaranteed and Secured PattiesParties. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and Lenders, the L/C IssuerIssuer and the other Guaranteed and Secured Parties, without the necessity of any notice to or further consent from any Lender or Lender, the L/C Issuer or any other Guaranteed and Secured Party from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.0111.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Document Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1110.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer toIssuer) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and Lenders, the L/C Issuer and the other Guaranteed and Secured Parties herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Borrower or any other Loan Party in respect of) all interests retained by any Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Issuer, any. Guaranteed and Secured Party or any other Person to assure that the Collateral exists or is owned by any Borrower or any any, other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 10.11 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or Lenders, the L/C IssuerIssuer or the other Guaranteed and Secured Parties. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and Lender’s the L/C Issuer’s and the other Guaranteed and Secured Parties’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) , to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0116.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.0116.1, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.1114.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) , to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower the Company or any other Loan Party in respect of) all interests retained by Borrower the Company or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower the Company or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 14.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Security Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note Loan or Committed Amount (or any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Documents, Security Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral the Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon the termination or expiration of the Aggregate Revolving Loan Commitments Committed Amounts and the payment in full and satisfaction of all Obligations (other than contingent indemnification obligations) principal of and interest on each Loan and all fees and then-accrued expenses payable hereunder and the expiration or termination of all Letters of CreditCredit (other than those that have been fully cash collateralized on customary terms reasonably acceptable to the applicable Issuing Bank) and the reimbursement of all LC Disbursements, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than the Borrower and the Restricted Subsidiaries) upon the sale or other disposition thereof in connection compliance with any sale permitted hereunder or under any other Loan DocumentSection 6.06, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 9.02) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer 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 9.118.12. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower Party or any other Loan Party grantor of a Lien under the Security Documents or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 8.12 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of Lenders the Lenders, and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) Each Lender The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the L/C Issuer hereby appoints each Security Documents (i) if such Person ceases to be a Restricted Subsidiary, (ii) upon such Person ceasing to be a required Guarantor pursuant a sale or other Lender as agent for disposition in compliance with Section 6.06, (iii) if approved, authorized or ratified in writing by the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 Required Lenders (or all of the UCC can Lenders hereunder, to the extent required by Section 9.02) or (iv) as otherwise may be perfected only expressly provided in the relevant Security Documents. Upon request by possession. Should the Administrative Agent at any Lender or time, the L/C Issuer (other than Lenders will confirm in writing the Administrative Agent) obtain possession of ’s authority to release any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral Guarantor pursuant to Agent or in accordance with Agent’s instructionsthis Section 8.12.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Creditors (i) the Security Documents and, if applicable, the Intercreditor Agreement and (ii) any amendments provided for under Section 2.14. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Collateral DocumentsIntercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender The Lenders hereby authorize the Administrative Agent to promptly upon the request of the Company, and the L/C issuer Administrative Agent and the Lenders hereby irrevocably authorize Agentagree with the Company to, at its option and in its discretion, (i) to the automatic release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Total Revolving Loan Commitments Commitment (and all Letters of Credit other than Letters of Credit that have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 102% of the aggregate Stated Amount of all Letters of Credit outstanding at such time))) and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligationspayment obligations for which no claim has been made) and at any time arising under or in respect of this Agreement or the expiration Credit Documents or termination of all Letters of Creditthe transactions contemplated hereby or thereby, (Bii) that is constituting property being sold or otherwise disposed of (to be sold as part of Persons other than a Credit Party) upon the sale or in connection with any sale permitted hereunder or under any other Loan Documentdisposition thereof not prohibited by this Agreement, (Ciii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents, the last sentence of Section 10.01 or other disposition of Collateral after in the occurrence of an Event of Default; and Intercreditor Agreement (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentif in effect). Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer 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 9.1112.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 12.10 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (ed) Each Lender The Administrative Agent may perform any and the L/C Issuer hereby appoints each all of its duties and exercise its rights and powers hereunder or under any other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest Credit Document in assets which, in accordance with Article 9 respect of the UCC can be perfected only Collateral by possessionor through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Administrative Agent. Should any Lender or the L/C Issuer The Administrative Agent (other than Agent) obtain possession of and any such Collateralsub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such Lender sub-agent, trustee or third party and to their respective Affiliates to the L/C Issuer shall notify Agent thereof, and, promptly upon same extent that such provisions apply to the Administrative Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral other Loan Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, agrees that, except as 103 otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender this Agreement and the L/C issuer hereby other Loan Documents. The Lenders irrevocably authorize Agent, at its option and in its discretion, , (ia) to release any Lien on any property granted to or held by Agent under any Loan Collateral Document (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (Loans and all other than contingent indemnification obligations) obligations of Borrower hereunder and the expiration or termination of all Letters of Credit, ; (Bii) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder (including the release of any guarantor); or under any other Loan Document, (Ciii) subject to Section 10.0115.1, if approved, authorized or ratified in writing by the Required Lenders, ; or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (iib) to subordinate its interest in any Lien on Collateral to any property granted to or held by Agent under any Loan Document to the holder of any a Lien on such property that Collateral which is permitted by this Agreement Section 11.2(iv)(i) or (iv)(iii) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any other Loan Documentsuch Lien is permitted by Section 11.1(ii)). Upon request by Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing Agent’s authority to release release, or subordinate its interest in in, particular types or items of Collateral pursuant to this Section 9.11. (c) Subject 14.11. Each Lender hereby authorizes Agent to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and give blockage notices in connection with any Subordinated Debt at the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination direction of the Liens granted to Agent for the benefit of Agent and Required Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided agrees that (i) Agent shall it will not be required act unilaterally to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsnotices.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Collateral Loan Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of at any time arising under or in connection with any sale permitted hereunder respect of this Agreement or under any other the Loan Document, (C) subject to Section 10.01, if approved, authorized Documents or ratified in writing by the Required Lenders, transactions contemplated hereby or (D) in connection with any foreclosure sale thereby; or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to as required or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 4.2. Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11or any other applicable provision of any of the other Loan Documents. (c) Subject Upon any sale and transfer of Collateral which is expressly permitted pursuant to clause (b) abovethe terms of this Agreement, and upon at least 5 Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by each Lender and all of the L/C Issuer Lenders to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of Agent and the Lenders and the L/C Issuer herein or pursuant hereto upon the applicable CollateralCollateral that was sold or transferred; provided provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s 's opinion, would expose the Agent to liability or create any liability obligation or entail any consequence other than the release or subordination of such Liens without recourse or warranty warranty; and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan PartySubsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Party Subsidiary or is cared for, protected or insured or that the Liens granted to the Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9.11 or in any of the Collateral Loan 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 it may deem appropriate, in its sole discretion, given the Agent’s 's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to Lenders the Lenders, except to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Agent's gross negligence or the L/C Issuerwillful misconduct. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Issuer, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer Issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby The Lenders irrevocably authorizes and directs Agent to enter into authorize the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document Collateral (Ax) upon termination of the Aggregate Revolving Loan Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit), (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale Asset Sale permitted hereunder under the Credit Documents, or under any other Loan Document, (Cz) subject to Section 10.0112.4, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate release any Lien on any property granted Credit Party from its Obligations under the Credit Documents if such Person ceases to or held by Agent be a Credit Party as a result of a transaction permitted under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentCredit Documents. Upon request by the Administrative Agent or the Collateral Agent at any time, each Lender and the L/C Issuer Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral Collateral, or to release any Credit Party from its Obligations pursuant to this Section 9.11Section. (b) The 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 Credit Party in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (c) Subject Anything contained in any of the Credit Documents to clause (b) abovethe contrary notwithstanding, each of the Credit Parties, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Collateral Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided hereby agree that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination no holder of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever any right individually to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in realize upon any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise enforce this Agreement 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 Agent in this Section 9.11 or in any of the Collateral Documentsother Credit Document, it being understood and agreed that in respect all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Agent, on behalf of the Collateralholders of the Obligations in accordance with the terms hereof and thereof, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any actLender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, omission as agent for and representative of the holders of the Obligations (but not any Lender or event related thereto, Agent may act in any manner it may deem appropriate, Lenders in its sole discretionor their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ bidding and the L/C Issuer’s security interest in assets which, in accordance with Article 9 making settlement or payment of the UCC can be perfected only by possession. Should purchase price for all or any Lender or portion of the L/C Issuer (other than Agent) obtain possession of Collateral sold at any such Collateralpublic sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such Lender sale or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsother disposition.

Collateral Matters. (aA) Each Lender and the L/C Issuer hereby irrevocably each Issuing Bank authorizes and directs the Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerPerson. Each Lender and the L/C Issuer each Issuing Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01SECTION 11.10, any action taken by the Required Lenders, Majority Lenders in accordance with the provisions of this Credit Agreement or the Collateral Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and all the L/C IssuerIssuing Banks. The Agent is hereby authorized (but not obligated) on behalf of all of the Lenders and all the L/C IssuerIssuing Banks, without the necessity of any notice to or further consent from any Lender or the L/C Issuer any Issuing Bank from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (bB) Each Lender and each Issuing Bank hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release or subordinate, as applicable, any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (AI) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (other than contingent indemnification obligationsII) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Agent, if the Funds Administrator certifies to the Agent that such sale or disposition is made in compliance with SECTION 8.4 (and the expiration or termination of all Letters of CreditAgent may rely conclusively on any such certificate, without further inquiry), (BIII) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, a Purchase Money Lien permitted under SECTION 8.3(C) or (IV) if approved, authorized or ratified in writing by the Required Majority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) unless such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) is required to be approved by all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue Lenders pursuant to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosureSECTION 11. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) , to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein or in Section 10.01the other Credit Documents, any action taken by the Required Lenders, Majority Lenders in accordance with the provisions of this Credit Agreement or and the Collateral other Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the perfection of the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations (at any time arising under or in respect of this Credit Agreement or the other than contingent indemnification obligations) and Credit Documents or the expiration transactions contemplated hereby or termination of all Letters of Creditthereby, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Majority Lenders, unless such release is required to be approved by all of the Lenders pursuant to SECTION 11.11; or (Diii) constituting property sold or to be sold or disposed of as part of or in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is thereof permitted by this Agreement or any other Loan Documenthereunder. Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11SECTION 10.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Agent herein in or in pursuant to any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9.11 SECTION 10.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s 's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 willful misconduct. The Agent agrees to conduct or cause to be conducted at least one audit of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer Collateral during each year that this Credit Agreement shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or remain in accordance with Agent’s instructionseffect.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerLenders. Each Lender and the L/C Issuer hereby agrees, and each holder of any Revolving Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein or in Section 10.01the other Credit Documents, any action taken by the Required Lenders, Majority Lenders in accordance with the provisions of this Credit Agreement or and the Collateral other Credit Documents, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the perfection of the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full and satisfaction of all of the Obligations (at any time arising under or in respect of this Credit Agreement or the other than contingent indemnification obligations) and Credit Documents or the expiration transactions contemplated hereby or termination of all Letters of Creditthereby, (Bii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Majority Lenders, unless such release is required to be approved by all of the Lenders pursuant to SECTION 11.11; or (Diii) constituting property sold or to be sold or disposed of as part of or in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is thereof permitted by this Agreement or any other Loan Documenthereunder. Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11SECTION 10.10. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral exists or is owned by any Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Agent herein in or in pursuant to any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 9.11 SECTION 10.10 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s 's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 willful misconduct. The Agent agrees to conduct or cause to be conducted at least one audit of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer Collateral during each year that this Credit Agreement shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or remain in accordance with Agent’s instructionseffect.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs each of the Domestic Collateral Agent and the PRUSVI Collateral Agent, as applicable, to enter into the Collateral Security Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by any of the Agents or the Required Lenders, Lenders in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. Agent Each of the Agents is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, an Event of Defaulttime, to take any action with respect to any Collateral or Collateral 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 Collateral Security Documents. (b) Each Lender The Lenders hereby authorize the Administrative Agent, the Domestic Collateral Agent and the L/C issuer hereby irrevocably authorize PRUSVI Collateral Agent, as applicable, in each case at its option and in its discretion, (i) , to release any Lien on any property granted to or held by such Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Facility Commitments and payment in full and satisfaction of all Obligations of the obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligationsa Loan Party) and upon the expiration sale or termination of all Letters of Creditother disposition thereof in compliance with subsection 8.3, (Biii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or such greater amount, or to the extent required by subsection 11.1), (Div) in connection with any foreclosure sale the granting of Liens thereon in favor of another Person in compliance with subsection 8.1(i), or other disposition of Collateral after (v) as otherwise may be expressly provided in the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentrelevant Security Documents. Upon request by the Administrative Agent, the Domestic Collateral Agent or the PRUSVI Collateral Agent, at any time, each Lender and the L/C Issuer Lenders will confirm in writing such Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11subsection 10.9. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) No Agent shall have no any obligation whatsoever to any Lender, the L/C Issuer or any other Person Lenders to assure that the Collateral exists or is owned by a Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to any Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent the Agents in this Section 9.11 subsection 10.9 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner it may deem appropriate, in its sole discretion, given such Agent’s own interest in the Collateral as one of Lenders Lender and that no Agent shall have no any duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct. (ed) Each Lender of the Domestic Collateral Agent and the L/C Issuer PRUSVI Collateral Agent may, and hereby appoints each other Lender does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of perfecting Lenders’ and taking such other action with respect to the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any Collateral as such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral Agents may from time to Agent or in accordance with Agent’s instructionstime agree.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s 's opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s 's own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C LC Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Security Documents for the benefit of such Lender and the L/C LC Issuer. Each Lender and the L/C LC Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.0110.1, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C LC Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C LC Issuer, without the necessity of any notice to or further consent from any Lender or the L/C LC Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Security Documents which that may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (b) Each Lender and the L/C issuer LC Issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A1) upon termination of the Aggregate Revolving Loan all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and LC Issuer shall have been made), (B2) that is sold Disposed of or to be sold Disposed of as part of or in connection with any sale or other Disposition permitted hereunder or under any other the Loan DocumentDocuments, (C3) subject to Section 10.0110.1, if approved, authorized or ratified in writing by the Required Lenders, or (D4) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Administrative Agent at any time, each Lender and the L/C LC Issuer 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 9.119.12, provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) Subject to clause subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C LC Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C LC Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms whichthat, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party Restricted Person in respect of) all interests retained by Borrower or any other Loan PartyRestricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the L/C LC Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party Restricted Person or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.11 9.12 or in any of the Collateral Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C LC Issuer. (e) Each Lender and the L/C LC Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C LC Issuer’s security interest in assets whichthat, in accordance with Article 9 of the UCC UCC, can be perfected only by possession. Should any Lender or the L/C LC Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C LC Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Administrative Agent to enter into the Collateral Security Documents for the benefit of such Lender the Lenders and the L/C Issuerother Secured Parties. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note Loan or Committed Amount (or any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01herein, any action taken by the Required Lenders, Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Collateral NEJD Intercompany Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C IssuerLenders. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lender, from time to time prior to, to an Event of Default, to take any action with respect to any Collateral or the Security Documents, or the NEJD Intercompany Collateral Documents or the NEJD Intercompany Security Documents, which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral and the NEJD Intercompany Collateral granted pursuant to the Collateral Security Documents and the NEJD Intercompany Security Documents, respectively. (b) Each Lender and The Lenders hereby authorize the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Administrative Agent under upon any Loan Document Collateral or the NEJD Intercompany Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments Committed Amounts and payment in full and satisfaction of all of the Secured Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than contingent indemnification obligations) the Borrower and the expiration Restricted Subsidiaries) upon the sale or termination of all Letters of Creditother disposition thereof in compliance with Section 6.06, (Biii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required LendersLenders (or all of the Lenders hereunder, to the extent required by Section 10.02) or (Div) as otherwise may be expressly provided in connection with any foreclosure sale the relevant Security Documents or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentNEJD Intercompany Security Documents. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral or NEJD Intercompany Collateral pursuant to this Section 9.119.12. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer Lenders or to any other Person to assure that the Collateral or the NEJD Intercompany Collateral exists or is owned by any Borrower Party or any other Loan Party grantor of a Lien under the Security Documents or the NEJD Intercompany Security Documents) or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 9.11 9.12 or in any of the Collateral Security Documents or the NEJD Intercompany Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral and the NEJD Intercompany Collateral as one of Lenders the Lenders, and that the Administrative Agent shall have no duty or liability whatsoever to Lenders the Lenders, except for its gross negligence or the L/C Issuerwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required The Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Credit Document securing the Obligations (Ax) upon termination of the Aggregate Revolving Loan Commitments commitments under this Agreement and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditObligations, (By) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder under the Credit Documents or under any other Loan Documentconsented to in accordance with the terms of this Agreement, or (Cz) subject to Section 10.0111.4, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Credit Document securing the Obligations to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentLien. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Required ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant property. (b) The Administrative Agent shall not be responsible for or have a duty to this Section 9.11.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 Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. #194770820_v13 (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination Anything contained in any of the Liens granted Credit Documents to Agent for the benefit contrary notwithstanding, each of the Credit Parties, the Administrative Agent and Lenders and each holder of the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided Obligations hereby agree that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination no holder of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever any right individually to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in realize upon any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise enforce this Agreement, the Notes 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 Agent in this Section 9.11 or in any of the Collateral Documentsother Credit Document, it being understood and agreed that in respect all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Collateralholders of the Obligations in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any actLender may be the purchaser of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, omission as agent for and representative of the holders of the Obligations (but not any Lender or event related thereto, Agent may act in any manner it may deem appropriate, Lenders in its sole discretionor their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ bidding and the L/C Issuer’s security interest in assets which, in accordance with Article 9 making settlement or payment of the UCC can be perfected only by possession. Should purchase price for all or any Lender or portion of the L/C Issuer (other than Agent) obtain possession of Collateral sold at any such Collateralpublic sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such Lender sale or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsother disposition.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain a perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Loan Documents. (b) Each Lender and the L/C issuer hereby The Lenders irrevocably authorize the Agent, at its option and in its discretion, (i) , to release any Lien on any property granted to or held by the Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations payable under this Agreement and under any other Loan Document; (other than contingent indemnification obligationsii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder; (iii) constituting property in which an Obligor owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to an Obligor under any a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Obligor to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, or (D) as the case may be, as provided in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 10.1(b). Upon request by the Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.119.10(b). (c) Subject to clause Each Lender agrees with and in favor of each other (b) above, Agent which agreement shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute such documents as may not be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders the Borrowers or any other Obligor) that either Borrower's obligation to such Lender under this Agreement and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent other Loan Documents is not and shall not be required to execute secured by any real property collateral now or hereafter acquired by such document on terms which, in Agent’s opinion, would expose Agent to Borrower or create any liability or entail any consequence of its Subsidiaries other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest real property described in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C IssuerMortgages. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and the L/C Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full in cash of all Obligations (other than (x) Secured Hedge Obligations, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligationsobligations not yet accrued and payable) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale expressly permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan DocumentSection 7.01(i). Upon request by Administrative Agent at any time, each Lender and the L/C Issuer 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 9.119.12. (c) Subject to clause (b) aboveSection 9.12(b), Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer Issuer, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Agent and Lenders and the L/C Issuer herein or Secured Parties pursuant hereto to the applicable Collateral Document upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower any Loan Party or any other Loan Credit Party in respect of) all interests retained by Borrower any Loan Party or any other Loan Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Credit Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.11 9.12 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions. (f) The parties hereto acknowledge that Borrower may, from time to time and for any reason, request Administrative Agent to terminate any Limited Grantor Security Agreement and release the Lien granted to Administrative Agent under such Limited Grantor Security Agreement in the collateral described therein. Such request must be made in writing and shall specify the Limited Grantor Security Agreement to be so terminated. Provided that (i) Administrative Agent shall have received from Borrower (A) the request referred to in the first sentence of this subsection (f) and (B) an updated and fully completed Borrowing Base Certificate (for avoidance of doubt, all Specified Accounts in respect of such Limited Grantor Security Agreement and the Limited Grantor party thereto shall not constitute Eligible Accounts Receivable for purposes of such Borrowing Base Certificate), (ii) such Borrowing Base Certificate shall demonstrate to the satisfaction of Administrative Agent that, after giving immediate effect to the termination of such Limited Grantor Security Agreement to be so terminated and the release of such Liens, the Total Revolving Outstandings does not exceed the lesser of (x) the Aggregate Revolving Commitments then in effect and (y) the Borrowing Base as shown in such Borrowing Base Certificate, and (iii) both immediately prior and after giving effect to such termination and release, no Event of Default shall exist or result therefrom, Administrative Agent shall, and each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to, execute and deliver to the applicable Loan Party a termination/release agreement, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which Administrative Agent shall terminate the applicable Limited Grantor Security Agreement and release the Liens granted to it under the applicable Limited Grantor Security Agreement. (g) Each Lender and the L/C Issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to enter into any amendment, modification or waiver with respect to any Limited Grantor Security Agreement.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C IssuerIssuer and each other holder of Obligations. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note or other Obligation by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (b) Each Lender and Lender, the L/C issuer Issuer and each other holder of Obligations hereby irrevocably authorize Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, (D) with respect to a Loan Party that has ceased to be a Subsidiary or Disposed of all or substantially all of its assets, in each case as permitted hereunder or (DE) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. (c) Subject to clause (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) , to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Borrower or any other Loan Party in respect of) all interests retained by Borrower the Borrowers or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by any Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Collateral DocumentsDocuments (subject, however to Section 9.03(d)(ii)), it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. The Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C IssuerLenders, without the necessity of any notice to or further consent from any Lender or the L/C Issuer Lenders, from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral the 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. Without limitation of the generality of the foregoing, the Administrative Agent, in its capacity as Collateral DocumentsAgent, is hereby authorized to enter into the Collateral Agency Agreements in connection with the arrangements with the PBGC Ratable Lien as to certain Collateral (to the extent required by the PBGC Letter). (b) Each Lender and the L/C issuer hereby The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (i) , to release any Lien on any property lien granted to or held by the Administrative Agent under upon any Loan Document Collateral (Ai) upon termination of the Aggregate Revolving Loan Commitments and payment in full of all Loans and all other Obligations (as and to the extent further described in (S)29 hereof) known to the Administrative Agent and payable under this Credit Agreement or any other than contingent indemnification obligationsLoan Document; (ii) and the expiration or termination of all Letters of Credit, (B) that is constituting property sold or to be sold or disposed of as part of or in connection with any sale disposition permitted hereunder hereunder, including the circumstances described in (S)29 hereof; (iii) constituting property in which the Borrowers or any Subsidiary owned no interest at the time the lien was granted or at any time thereafter; (iv) constituting property leased to the Borrowers or any Subsidiary under any a lease which has expired or been terminated in a transaction permitted under this Credit Agreement or is about to expire and which has not been, and is not intended by the Borrowers or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other Loan Documentdebt instrument, if the indebtedness evidenced thereby has been paid in full; or (Cvi) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Majority Lenders or all the Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after as the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Documentcase may be, as provided herein. Upon request by the Administrative Agent at any time, each Lender and the L/C Issuer Lenders will confirm in writing the Administrative Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11(S)16.10(b), provided that the absence of any such confirmation for -------- whatever reason shall not affect the Administrative Agent's rights under this (S)16.10. (c) Subject to clause In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (a) so requested by the Majority Lenders and (b) abovethe Lenders have provided to the Administrative Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent may reasonably request, Agent shall (and is hereby irrevocably authorized by each Lender and proceed to enforce the L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination provisions of the Liens granted to Agent for Security Documents authorizing the benefit sale or other disposition of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations all or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. In The Majority Lenders may direct the event of any sale or transfer of Collateral, or any foreclosure with respect Administrative Agent in writing as to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from method and the proceeds extent of any such salesale or other disposition, transfer the Lenders hereby agreeing to indemnify and hold the Administrative Agent harmless from all liabilities incurred in respect of all actions taken or foreclosureomitted in accordance with such directions, provided that the Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. (d) Agent shall have no obligation whatsoever As an independent contractor empowered by the Lenders to any Lenderexercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the L/C Issuer Administrative Agent is nevertheless a "representative" of the Lenders, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and the Agents with respect to all collateral security and guaranties contemplated by the Loan Documents. Such actions include the designation of the Administrative Agent as "secured party", "mortgagee" or the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the attachment, perfection, priority or enforcement of any other Person security interests, mortgages or deeds of trust in collateral security intended to assure that secure the Collateral exists payment or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in performance of any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully createdObligations, 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 for the benefit of the rights, authorities Lenders and powers granted or available to Agent in this Section 9.11 or in any the Agents. For the avoidance of the Collateral Documentsdoubt, it being is hereby understood and agreed by all parties hereto that subject to the other terms of this Credit Agreement, the Administrative Agent is also empowered to act in respect the name of and for the account of each of the CollateralLenders where it is, under applicable law, necessary or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent advisable for the purpose of creating, filing, recording, registering or otherwise perfecting Lenders’ and the L/C Issuer’s security interest granted in assets which, in accordance with Article 9 any Collateral or the guarantees contemplated by the Loan Documents for the benefit of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructionsLenders.