Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or any Loan Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Guaranteed Obligations; (ii) constituting property being soldas expressly permitted by, transferred but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or disposed ratified in writing by the Requisite Lenders (or such greater number of in a Permitted Disposition upon receipt Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of the Collateral pursuant to this SECTION 8.16Section. (bc) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least two five (25) Business Days’ prior written request by the Lead Borrower, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens (other than those expressly being released) 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 (including, without limitation) , the proceeds of any salesuch sale or transfer, 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 Party or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct. (e) By their acceptance of the benefits of the Security Documents, each Lender that is at any time itself a Specified Derivatives Provider, or having an Affiliate that is a Specified Derivatives Provider, hereby, for itself, and on behalf of any such Affiliate, in its capacity as a Specified Derivatives Provider, irrevocably appoints and authorizes the Administrative Agent as its collateral agent, to take such action as contractual representative on such Specified Derivatives Provider’s behalf and to exercise such powers under the Security Documents as are specifically delegated to the Administrative Agent by the terms of this Section 12.13., and any Security Document, together with such powers as are reasonably incidental thereto; provided, that this subsection (e) shall not affect any of the terms of a Specified Derivatives Contract or restrict a Specified Derivatives Provider from taking any action permitted by a Specified Derivatives Contract. For the avoidance of doubt, all references in this Section 12.13. to “Lender” or “Lenders” shall be deemed to include each Lender (and Affiliate thereof) in its capacity as a Specified Derivatives Provider.

Collateral Matters. The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon on any Collateral (i) upon the termination occurrence of the Commitments Facility Termination Date, (ii) that is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders; (b) to release or subordinate any Lien (and payment and satisfaction in full any Indebtedness secured thereby) on any property granted to or held by the Administrative Agent under any Loan Document to the holder of all Obligations any Lien on such property (other than contingent indemnity obligations with respect to then unasserted claimsi) that is permitted by Section 8.02(i), all Letters of Credit so long as the Borrower Agent shall have expired or terminated (or been collateralized in a manner satisfactory delivered to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (Administrative Agent on or collateralized in a manner satisfactory prior to the applicable Issuing Bankdate of release or subordination, as the case may be, a certificate of a Responsible Officer certifying that such Lien (and the Indebtedness secured thereby) is permitted by Section 8.02(i) (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (ii) constituting property being soldif such release or subordination is required under the Intercreditor Agreement; and (c) to release any Subsidiary from its obligations under the Loan Documents, transferred and release any Lien granted by such Subsidiary thereunder, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, so long as the Borrower Agent shall have delivered to the Administrative Agent on or disposed prior to the date of in release a Permitted Disposition upon receipt certificate of a Responsible Officer certifying that such transaction is permitted by this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral property, or to release any Loan Party from its obligations under the Loan Documents pursuant to this SECTION 8.16Section 10.10. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. Each Lender authorizes and directs Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of this Agreement or the 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 Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (Loans and all other than contingent indemnity obligations with respect to then unasserted claims), of Borrower hereunder and the expiration or termination of all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Credit; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Administrative Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(iv)(i) or (iv)(iii) (it being understood that Agent of may conclusively rely on a certificate from Borrower in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(ii)). Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is Section 14.11. Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral authorizes Agent to liability or create give blockage notices in connection with any obligation or entail any adverse consequence other than Subordinated Debt at the release direction of Required Lenders and agrees that it will not act unilaterally to deliver such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralnotices.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Revolving Loan Commitments (and all Letters of Credit) and payment and satisfaction in full of all of the Obligations (other than contingent indemnity obligations with inchoate indemnification obligations) at any time arising under or in respect to then unasserted claims)of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in a Permitted Disposition upon receipt compliance with Section 10.02, (iii) if approved, authorized or ratified in writing by the Administrative Agent Required Lenders (or all of the Net Proceeds thereof Lenders hereunder, to the extent required by this Agreement. Except Section 13.12), (iv) as otherwise may be expressly provided above, in the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersrelevant Security Documents. Upon request by any the Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the Borrower upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (bc) Upon The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at least two (2) Business Days’ prior written request by all or in any manner or under any duty of care, disclosure or fidelity any of the Lead Borrowerrights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent shall (and is hereby irrevocably authorized by 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 to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, and that (i) the Collateral Agent shall not be required have no duty or liability whatsoever to execute any such document on terms whichthe Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, a final and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralnon-appealable decision).

Collateral Matters. (a) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time (but without any obligation) to take any action with respect to the Collateral and this Agreement or any other Loan Document that may be necessary to perfect and maintain perfected Liens upon the Collateral granted pursuant to this Agreement or any other Loan Document if required or expressly permitted under the terms of any of the other Loan Documents. (b) Each of the Lenders hereby irrevocably authorize and instruct the Collateral Administrative Agent to release to, and the Administrative Agent shall: (i) Release (or confirm any release) any Lien granted to or held by the Administrative Agent upon any Collateral (iA) upon the termination of the Commitments and payment and satisfaction in full of date on which all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero repaid in full, (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (iiB) constituting property being sold, transferred sold or to be sold or otherwise disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder or under any other Loan Document or to which the Required Lenders have consented, (C) that does not constitute (or ceases to constitute) Collateral, (D) otherwise pursuant to and in accordance with the provisions of any applicable Loan Document or (E) subject to Section 5.11, if approved, authorized or ratified in writing by the Required Lenders, provided, however, that if any action is required by the Administrative Agent to so release such Lien, upon the request of the Net Proceeds thereof Administrative Agent, the Borrower shall have delivered to the extent Administrative Agent a certificate certifying to the permissibility of such release hereunder (and the Administrative Agent shall be permitted to rely upon such certificate without incurring any liability therefor); (ii) Enter into any Subordination Agreement and/or similar agreement contemplated hereunder, including with respect to Debt that is (i) required or permitted to be subordinated in right of payment hereunder and/or (ii) secured by ▇▇▇▇▇ and required or permitted to be pari passu with or junior to the Liens securing the Obligations, and with respect to which Debt, a Subordination Agreement or similar agreement is contemplated under this Agreement. Except as provided above. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Collateral Borrower, the Administrative Agent will not release and each Lender hereby agree that (i) no Lender (other than the Administrative Agent) shall have any right individually to realize upon any of the Collateral, (ii) no Lender shall have any right to enforce the Obligations, 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 for the benefit of the Lenders in accordance with the terms hereof and thereof, and (iii) in the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Lenders (but not any Lender or the Lenders in its or their respective individual capacities) shall be entitled, upon instructions from Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition. (d) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Liens without Lien thereon, or any certificate prepared by Borrower in connection therewith, nor shall the prior written authorization Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Applicable LendersCollateral, Liens therein or financing statements filed in connection therewith. Upon request by any the Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of property, or to release any Borrower from its obligations under the Loan Documents or its Lien on any Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerSection 5.12. In each case as specified in this Article 5, the Collateral Administrative Agent shall will (and is each Lender hereby irrevocably authorized by authorizes the Lenders Administrative Agent to) , at the Borrower’s expense, promptly execute and deliver to Borrower such documents documents, filings and recordings as Borrower may be necessary reasonably request to evidence the release of such item of Collateral from the Liens assignment and security interest granted under this Agreement or any other Loan Document or to subordinate its interest therein, in accordance with the terms of the Loan Documents and this Article 5. Additionally, upon the reasonable request of the Borrower, the Administrative Agent will return possessory Collateral held by it that is released from the security interests of the Loan Documents pursuant to this Article 5; provided that, in the event that any Collateral described possessory collateral in SECTION 8.16(a); providedthe possession of the Administrative Agent gets lost or misplaced upon the reasonable request of the Borrower, however, that (i) the Collateral Administrative Agent shall not be required provide a loss affidavit to execute any the Borrower in the form customarily provided by the Administrative Agent in such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralcircumstances.

Collateral Matters. Each Lender Party (including in its capacity as a holder of obligations under any Qualified Hedging Agreement or Cash Management Obligation) irrevocably authorizes the Administrative Agent (and the Administrative Agent shall), (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon on any property granted to or held by the Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations Loans and all other obligations of the Borrowers hereunder (other than contingent indemnity indemnification obligations with respect not yet due and payable and as to then unasserted claimswhich no claim has been made), the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender shall have expired or terminated been made) and the termination of all Qualified Hedging Agreements (or been collateralized in a manner other than Qualified Hedging Agreements as to which other arrangements reasonably satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings Lender Party shall have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bankmade), or ; (ii) constituting property being sold, transferred which is sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative Agent of the Net Proceeds thereof under any Collateral Document to the extent required holder of any Lien on such property which is permitted by this Agreement. Except as provided aboveSection 10.8(c), the Collateral Agent will not (d), (k) (with respect to Capital Leases), (l), (m), (q) or (r); or (c) to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty if such entity ceases to be a Subsidiary as a result of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersa transaction permitted hereunder. Upon request by any the Administrative Agent or any Loan Party at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral property, or to release any Subsidiary from its obligations under the applicable Subsidiary Guaranty, pursuant to this SECTION 8.16. (b) Upon Section 14.10. The Administrative Agent will, for the benefit of the Loan Parties and at least two (2) Business Daysthe Loan Parties’ prior written request by expense, execute and deliver to the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release of the Liens upon such Lien granted on any Collateral described in SECTION 8.16(a); provided, however, that (i) item of collateral under the Collateral Agent Documents or to subordinate its interest in such item, or to release such Subsidiary Guarantor from its obligations under any Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 14.10. Any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not be required require the consent of holders of obligations under any Qualified Hedging Agreement or Cash Management Obligations. No Lender Party to execute whom Cash Management Obligations or Hedging Obligations are owed that obtain the benefits of Section 12.3 or any Loan Document by virtue of the provisions hereof or thereof shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the collateral (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any other Loan Document) other than in such document on terms whichLender Party’s capacity as a Lender and, in its reasonable opinionsuch case, would, under Applicable Law, expose only to the Collateral Agent to liability or create any obligation or entail any adverse consequence other than extent expressly provided in the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralDocuments.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction Payment in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Full; (ii) constituting upon property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted under this Agreement or otherwise consented to by the Required Lenders (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(b)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16Section 14.11. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby (including the Issuing Bank and the Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent Agent, at its option and in its discretion, (i) to release any Lien upon on any Collateral property granted to or held under any Credit Document securing the Obligations (ix) upon the termination of the Commitments commitments under this Agreement and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), indemnification obligations) and the expiration or termination of all Letters of Credit shall have expired or terminated (or been collateralized in a manner other than Letters of Credit as to which other arrangements satisfactory to the applicable Administrative Agent and the Issuing Bank) and all Letter of Credit Outstandings Bank shall have been reduced made), (y) that is sold or otherwise disposed of or to zero (be sold or collateralized otherwise disposed of as part of or in a manner satisfactory connection with any sale or other disposition permitted under the Credit Documents or consented to in accordance with the applicable Issuing Bank)terms of this Agreement, or (z) subject to Section 11.4, if approved, authorized or ratified in writing by the Required Lenders; (ii) constituting to subordinate any Lien on any property being sold, transferred granted to or disposed held under any Credit Document securing the Obligations to the holder of in any Lien on such property that is permitted by Section 8.2(l); and (iii) to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Permitted Disposition upon receipt Borrower as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, or the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under this Agreement pursuant to this SECTION 8.16Section. (b) Upon at least two The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any 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. (2c) Business Days’ prior written request by Anything contained in any of the Lead BorrowerCredit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release each holder of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral Agent shall not or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be required to execute any such document exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms whichhereof and all powers, in its reasonable opinion, would, rights and remedies under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than Documents may be exercised solely by the release of such Liens without recourse or warrantyCollateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such release shall not in Collateral at any manner dischargesuch sale or other disposition and the Collateral Agent, affect or impair as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any Liens portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (other than those expressly being releasedd) upon No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any Loan other Credit Party under the Credit Documents except as expressly provided herein or in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part other Credit Documents. By accepting the benefits of the Collateral, each such Qualifying Swap Provider and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Providers and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein.

Collateral Matters. (i) Each Lender authorizes and directs Agent to enter into the Other Agreements for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Requisite Lenders in accordance with the provisions of this Agreement or the Other Agreements, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Other Agreements which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to this Agreement and the Other Agreements. (ii) Agent will not, without the verbal consent of all Lenders, which consent shall (a) The Lenders hereby irrevocably authorize the Collateral Agent to be confirmed promptly thereafter in writing and (b) not be unreasonably withheld or delayed, execute any release any Lien upon of Agent’s security interest in any Collateral except for releases relating to dispositions of Collateral (ix) upon permitted by this Agreement and (y) in connection with the termination of the Commitments and payment and satisfaction repayment in full of all Obligations of the Liabilities by Borrower and the termination of all obligations of Agent and Lenders under this Agreement and the Other Agreements; provided, that with the consent of Requisite Lenders, Agent may release its liens on Collateral having a book value not greater than ten percent (10%) of the total book value of all Collateral, as determined by Agent, either in a single transaction or series of related transactions, not to exceed twenty percent (20%) of the book value of all Collateral in any Fiscal Year. Agent shall not be required to execute any such release on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than contingent indemnity obligations with respect the release of such liens without recourse or warranty. In the event of any sale or transfer of any of the Collateral, Agent shall be authorized to then unasserted claims), deduct all Letters of Credit shall have expired the expenses reasonably incurred by Agent from the proceeds of any such sale or terminated transfer. (or been collateralized iii) Lenders hereby agree that the lien granted to Agent in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting any property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt by accordance with the Administrative Agent provisions of the Net Proceeds thereof to the extent required by this Agreement. Except as provided aboveAgreement shall be automatically released; provided, the Collateral Agent will not release any of the Collateral however that Agent’s Liens without lien shall attach to and continue for the prior written authorization benefit of Agent and Lenders in the Applicable Lenders. Upon request by proceeds and products of such property arising from any Agent such sale or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16disposition. (biv) Upon To the extent, pursuant to the provisions of this subsection 19(j), Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least two five (25) Business Daysbusiness days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral that was sold or transferred. (v) Agent shall not be required have any obligation whatsoever to execute Lenders or to any such document on terms whichother Person to assure that the Collateral exists or is owned by Borrower or any other Obligor or is cared for, protected or insured or that the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 19 or in any of the Other 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 reasonable opinionsole discretion, would, under Applicable Law, expose given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to liability Lenders, except for its gross negligence or create willful misconduct. (vi) In the event that any obligation Lender receives any Proceeds of any Collateral by setoff, exercise of any banker’s lien or entail any adverse consequence other than the release otherwise, in an amount in excess of such Liens without recourse or warrantyLender’s Pro Rata Share of such Proceeds, such Lender shall purchase for cash (and (iiother Lenders shall sell) interests in each of such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part Lender’s Pro Rata Share of the CollateralLiabilities as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. No Lender shall exercise any right of set off or banker’s lien without the prior written consent of Agent.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to (1) release any Lien granted to or held by the Collateral Agent upon any Collateral (i) in accordance with the express terms of the Loan Documents; (ii) upon the termination of the all Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Term Loans and all Letter of Credit Outstandings have been reduced to zero (or collateralized other Obligations in a manner satisfactory to accordance with the applicable Issuing Bank), terms hereof; or (iiiii) (x) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt the ordinary course of any Loan Party’s business and otherwise in compliance with the terms of this Agreement and the other Loan Documents; (y) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or (z) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Lenders or (2) subordinate any Lien on any property granted to the extent required or sold by this Agreement. Except as provided above, the Collateral Agent will not release to the holder of any Lien on property that is permitted to be subordinated pursuant to the definition of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders“Permitted Liens”. Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders will shall confirm in writing the Collateral Agent’s authority to release any Liens upon or subordinate particular types or items of Collateral pursuant to this SECTION 8.16Agreement. (b) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release or subordinate Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon at least two receipt by the Collateral Agent of confirmation from the Required Lenders (2or all Lenders if applicable) Business Days’ of its authority to release or subordinate any particular item or types of Collateral, and upon prior written request by the Lead Borrowerany Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Agents and the Lenders upon any Collateral described in SECTION 8.16(a)such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, including the Loan Parties, each Agent and each Lender hereby agree that (without limitationi) no Lender shall have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the proceeds Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 363 of the Bankruptcy Code), to use and apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. (d) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected or insured or has been encumbered or that the Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Collateral Agent in this Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Term Loans and all Letter other outstanding obligations of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Borrower hereunder; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(b)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16Section 14.10. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Each Administrative Agent is authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. Each Administrative Agent is further authorized on behalf of the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Lenders under the Credit Documents or applicable law. (b) The Lenders hereby irrevocably authorize the Collateral each Administrative Agent to release any Lien granted to or held by such Administrative Agent upon any Collateral Collateral: (i) upon the termination of the Commitments Commitments, termination or expiration of all Letters of Credit, and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Total Outstandings and all Letter of other Obligations payable under this Agreement and under any other Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Document; (ii) constituting property being sold, transferred Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or the other Credit Documents; (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 a lease which has expired or has been terminated in a Permitted Disposition upon receipt 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; or (v) if approved, authorized or ratified in writing by the applicable Majority Lenders or all the Lenders, as the case may be, as required by Section 9.2. Upon the request of an Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral such Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.9. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Each Purchaser authorizes and directs the Collateral Agent to enter into the Collateral Documents for the benefit of the Purchasers. Each Purchaser hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Purchasers or all of the Purchasers or the Collateral Agent at the discretion of the Required Purchasers or all of the Purchasers, as applicable, in accordance with the provisions of this Agreement or the other Note Documents, and the exercise by the Required Purchasers, all of the Purchasers, or the Collateral Agent, as applicable, of the powers set forth herein or therein, together with such other powers as are incidental thereto, shall be authorized and binding upon all of the Purchasers. The Collateral Agent is hereby authorized on behalf of all of the Purchasers, without the necessity of any notice to or further consent from any Purchaser, from time to time, to take any action with respect to any Collateral or Note Document which may be necessary or appropriate to perfect and maintain perfected the Liens granted pursuant to the Collateral Documents. (b) The Purchasers hereby authorize the Collateral Agent, at the election and on the instruction of the Required Purchasers (i) to, in accordance with the terms of (and at the times specified in) the Collateral Documents, release (x) any Lien 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 the Guaranty and Collateral Agreement; and (ii) to subordinate or release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect collateral granted to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt held by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release under any Collateral Document to the holder of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersany Permitted Lien described in Sections 9.6(g). Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders Purchasers will confirm in writing the Collateral Agent’s authority to release any Liens upon 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 8.16Section 13.3(b). (bc) Upon at least two (2) Business Days’ prior written request The Collateral Agent shall have no obligation whatsoever to the Purchasers or to any other Person to assure that any collateral exists or is owned by the Lead BorrowerBorrower or any Subsidiary thereof or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant to the Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 13.3 or in any of the Note Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent shall (and is hereby irrevocably authorized by may act in any manner it may deem appropriate, in its sole discretion, given the Lenders to) execute such documents Collateral Agent’s own interest in any collateral as may be necessary to evidence the release one of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, Purchasers and that (i) the Collateral Agent shall not be required have no duty or liability whatsoever to execute any such document on terms whichthe Purchasers, in except for its reasonable opinion, would, under Applicable Law, expose gross negligence or willful misconduct. Neither the Collateral Agent nor any of its directors, officers, partners, managers, agents or employees shall be responsible for or have any duty to liability ascertain, inquire into or create verify (i) any obligation statement, warranty or entail representation made in connection with any adverse consequence other than the release of such Liens without recourse Note Document or warranty, and any borrowing hereunder; (ii) such release shall not the performance or observance of any of the covenants or agreements specified in any manner dischargeNote Document; (iii) the satisfaction of any condition specified in any Note Document, affect except receipt of items required to be delivered to the Collateral Agent; (iv) the validity, effectiveness, sufficiency or impair the Obligations genuineness of any Note Document or any Liens other instrument or writing furnished in connection therewith; (other than those expressly being releasedv) upon the existence or non-existence of any Default or Event of Default; or (or obligations vi) the financial condition of any Loan Party in respect of) all interests retained by Party. Each Purchaser acknowledges that it has, independently and without reliance upon the Collateral Agent or any Loan Partyother Purchaser, including (and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Purchaser also acknowledges that it will, independently and without limitation) reliance upon the proceeds of Collateral Agent or any saleother Purchaser, all of which and based on such documents and information as it shall deem appropriate at the time, continue to constitute part of make its own credit decisions in taking or not taking any action under the CollateralNote Documents.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and ratifies Agent’s entry into this Agreement and the Loan Documents. Each Lender hereby irrevocably agrees that any action taken by the Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The Agent is hereby irrevocably authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the Agent’s Liens upon the Collateral, for the benefit of the Secured Parties (though the Agent shall have no obligation to take sure actions). The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than unasserted contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bankindemnification obligations) and all Letter termination of Credit Outstandings have been reduced to zero (the Commitments; or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt compliance with the terms of this Agreement and the other Loan Documents; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Required Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 17.10(a)), each Lender agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under Section 17.10(a). Upon at least two (2) Business Days’ receipt by the Agent of confirmation from the requisite amount of Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by Borrower set forth in a certificate of the Lead BorrowerBorrower executed by an Authorized Person, the Collateral Agent shall at Borrower’s sole cost and expense (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary reasonably requested by the Borrower to evidence the release of the Liens granted to the Agent for the benefit of the Secured Parties upon such Collateral, and acknowledge and agree that any Collateral described in SECTION 8.16(a)such action by the Agent shall bind the Secured Parties; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse recourse, representation or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon all interests in the Collateral retained by Borrower or any Guarantor. (c) The Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists, is genuine, or is owned by Borrower or any Guarantor or is cared for, protected or insured or has been encumbered or that the Agent’s Liens (granted to the Agent pursuant to this Agreement or any other than those expressly being released) upon (Loan Document are valid or obligations have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to maintain the perfection of any Agent’s Liens on the Collateral, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 17.10 or in any other Loan Party Document, it being understood and agreed that in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part 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 that the Agent shall have no duty or liability whatsoever to any Lender, except upon being directed by the Required Lenders or as otherwise provided herein. (d) Notwithstanding anything set forth herein to the contrary, the Agent shall have a duty of ordinary care with respect to any Collateral delivered to the Agent or its designated representatives that is in the Agent’s or its designated representatives’ possession or control. The Agent shall not be responsible for insuring the Collateral or for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Agent will be deemed to have exercised ordinary care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in good faith, including, without limitation, by reason of the act or omission of the Term Lenders.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral and direct Administrative Agent to release any Lien upon any Collateral (i) any Lien on any property (including any Pledged Equity) granted to or held by Administrative Agent under any Loan Document (x) upon the termination occurrence of the Commitments and payment and satisfaction Facility Termination Date, (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in full of all Obligations (connection with any sale or other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired disposition permitted under the Loan Documents or terminated (or been collateralized otherwise as provided in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)Section 4.08, or (iiz) constituting property being soldsubject to Section 13.04, transferred if approved, authorized or disposed of ratified in a Permitted Disposition upon receipt writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Required Lenders. Upon request by any Administrative Agent or any Loan Party at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon its interest in particular types or items of Collateral property pursuant to this SECTION 8.16Section 12.10. Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section 12.10. (b) Upon at least two (2) Business DaysThe powers conferred on Administrative Agent hereunder are solely to protect ▇▇▇▇▇▇▇’ prior written request by the Lead Borrower, and Administrative Agent’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents be accountable only for amounts that it actually receives as may be necessary to evidence the release a result of the Liens upon exercise of such powers, and neither it nor any Collateral described in SECTION 8.16(a); providedof its officers, howeverdirectors, that employees or agents shall be responsible to Borrower for any act or failure to act hereunder, except for its or their own willful misconduct. (ic) the Collateral Agent Agents 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 its reasonable opinionvalue or collectability of the Collateral, wouldthe existence, under Applicable Lawpriority or perfection of Administrative Agent’s Lien thereon, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of certificate prepared by any Loan Party in respect ofconnection therewith, nor shall Agents be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral. Agents shall have no duty (1) all interests retained by to record, file or deposit this Agreement or any Loan Partyagreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, including or maintain any such recording, filing or depositing or to subsequently record, refile or redeposit any of the same or (without limitation2) the proceeds to pay or discharge any Taxes, assessment or other governmental charge or any Lien or encumbrance of any salekind owing with respect to, all of which shall continue to constitute or assessed or levied against, any part of the Collateral.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction Payment in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Full; (ii) constituting upon property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted under this Agreement (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1 if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower Representative in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(d)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerSection 14.11. Each Lender hereby authorizes Administrative Agent to give blockage, enforcement or other notices in connection with any Subordinated Debt, including, without limitation, the Collateral Agent shall (Second Lien Debt and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralAgileThought Earn-out Obligations.

Collateral Matters. (a) The Each Lender and LC Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Security Documents for the benefit of such Lender and LC Issuer. Each Lender and LC Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.1, any action taken by the Majority Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the 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 LC Issuer. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and LC Issuer, without the necessity of any notice to or further consent from any Lender or LC Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Security Documents that may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. (b) Each Lender and LC Issuer hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, (i) to release any Lien upon on any Collateral property granted to or held by Administrative Agent under any Loan Document (i1) upon the termination of the all Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and LC Issuer shall have expired been made), (2) that is Disposed of or terminated to be Disposed of as part of or in connection with any sale or other Disposition permitted under the Loan Documents, (3) subject to Section 10.1, if approved, authorized or been collateralized ratified in a manner satisfactory to writing by the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)Majority Lenders, or (4) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) constituting to subordinate any Lien on any property being sold, transferred granted to or disposed of in a Permitted Disposition upon receipt held by the Administrative Agent of the Net Proceeds thereof under any Loan Document to the extent required holder of any Lien on such property that is permitted by this Agreement. Except as provided above, the Collateral Agent will not release Agreement or any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersother Loan Document. Upon request by any Administrative Agent or any Loan Party at any time, the Lenders each Lender and LC Issuer will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral pursuant to this SECTION 8.16Section 9.12, 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 subsection (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrowerabove, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders each Lender and LC Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and LC Issuer herein or pursuant hereto upon any Collateral described in SECTION 8.16(a)the applicable Collateral; provided, however, provided that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms whichthat, in its reasonable Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation liability or entail any adverse 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 (other than those expressly being released) upon (or obligations of Borrower or any Loan Party other Restricted Person in respect of) all interests retained by Borrower or any Loan Partyother Restricted Person, including (without limitation) the proceeds of any 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, LC Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Restricted Person or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its 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 LC Issuer. (e) Each Lender and LC Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and LC Issuer’s security interest in assets that, in accordance with Article 9 of the UCC, can be perfected only by possession. Should any Lender or LC Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or LC Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) The Lenders hereby Each of the Collateral Agents irrevocably authorize the Foreign Collateral Agent Agent, at its option and in its Permitted Discretion: (i) to release any Lien upon or any other claim on any Foreign Collateral granted to or held by the Foreign Collateral Agent, for the benefit of the Secured Parties, under any Foreign Collateral Document (iA) upon the termination Discharge of the Commitments ABL Obligations and payment and satisfaction the Discharge of the LC Obligations, as applicable, in full of all Obligations (other than contingent indemnity obligations which case such Lien shall only be released with respect to then unasserted claims)the Obligations so Discharged; (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under the Foreign Collateral Documents, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) ABL Documents and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), LC Documents or (iiC) constituting property being soldif approved, transferred authorized or disposed of ratified in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. writing in accordance with Section 6.08(b). (b) Upon request by any the Foreign Collateral Agent or any Loan Party at any time, the Lenders Controlling Parties will confirm in writing the Foreign Collateral Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral pursuant property or take any other action necessary to administer the Foreign Collateral. In each case, as specified in this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerSection 6.08, the Foreign Collateral Agent shall (will, at the Grantors’ joint and is hereby irrevocably authorized by several expense, execute and deliver to the Lenders to) execute applicable Grantor such documents as such Grantor may be necessary reasonably request to evidence the release of such item of Foreign Collateral from the Liens upon any assignment and security interest granted under the Foreign Collateral described Documents or to subordinate its interest in SECTION 8.16(a); providedsuch item, howeveror to release such Grantor from its obligations under the Foreign Collateral Documents, that in each case in accordance with the terms hereof and the terms of the Foreign Collateral Documents. (ic) the The Foreign Collateral 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, value or collectability of the Foreign Collateral, the existence, priority or perfection of the Foreign Collateral Agent’s Lien thereon, or any certificate prepared by any Grantor in its reasonable opinionconnection therewith, would, under Applicable Law, expose nor shall the Foreign Collateral Agent be responsible or liable to liability the Secured Parties for any failure to monitor or create maintain any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part portion of the Foreign Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to the Security Documents or any Collateral thereunder which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Documents. The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Term Loans and all other Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory the Loan Parties known to the applicable Issuing Bank) Administrative Agent and all Letter of Credit Outstandings have been reduced to zero (payable under this Agreement or collateralized in a manner satisfactory to the applicable Issuing Bank), or any other Loan Document; (ii) constituting property being sold, transferred Property sold or to be sold or disposed of to a Person that is not a Loan Party as part of or in a Permitted connection with any Asset Disposition upon receipt permitted hereunder; (iii) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by all the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any the Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. Section 8.11, provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent’s rights under this Section 8.11. In the event that any landlord in favor of which a Loan Party has granted a Permitted Lien on Excluded Assets requests an acknowledgement that the Collateral does not include any Excluded Assets secured by such Permitted Lien (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrowera “Permitted Lien Acknowledgement”), the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute deliver a Permitted Lien Acknowledgement to such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); providedlandlord, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warrantyand conditions, and (ii) subject to documentation reasonably acceptable to the Administrative Agent and, if required by such release landlord, shall not in amend any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any UCC-1 financing statements filed against a Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part favor of the CollateralAdministrative Agent to exclude the specific Excluded Assets that are the subject of such Permitted Lien Acknowledgement.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction Payment in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Full; (ii) constituting upon property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted under this Agreement (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i), 11.2(d)(iii) or 11.2(k) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower Representative in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(b)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16Section 14.11. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Collateral Administrative Agent, and the Administrative Agent agrees, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction as described in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claimsSection 9.02(d), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or ; (ii) constituting property being soldas permitted by, transferred but only in accordance with, the terms of the applicable Loan Document; or disposed (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of in a Permitted Disposition upon receipt the Lenders hereunder. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral to this SECTION 8.16. any Person other than a Loan Party which is permitted pursuant to the terms of the Loan Documents (b) Upon as certified by the U.S. Borrower (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry)), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least two (2) three Business Days’ prior written request by the Lead BorrowerU.S. Borrower to the Administrative Agent (or such later date as may be reasonably agreed upon by the Administrative Agent), the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) ), at the Borrowers’ expense, execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its the Administrative Agent’s reasonable opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any the Loan Party Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. (b) In furtherance of the foregoing and not in limitation thereof, no Banking Services Agreement or Swap Agreement will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Banking Services Agreement or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, and the Administrative Agent agrees, at the Borrowers’ expense, to (x) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(d) or Section 6.02(e) or (to the extent constituting similar Liens on fixed or capital assets (including capital leases) that would otherwise be permitted by Section 6.02(e) save for the basket limitations of Section 6.01(e)) Section 6.02(u), in each case, if the U.S. Borrower certifies that (i) such Lien is permitted by Section 6.02(d) or (e) or (ii) such Lien constitutes a Lien on fixed or capital assets (including capital leases) that would otherwise be permitted by Section 6.02(e) save for the basket limitations of Section 6.02(e) and is permitted by Section 6.02(u), as applicable (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and (y) execute such documents as may be necessary to evidence the subordination of such Liens in accordance with the terms of the Loan Documents and this Section 8.07(c). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby hereby, and Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Collateral Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (ia) upon the termination of this Agreement, termination of all Hedge Contracts with such Persons, termination of all Letters of Credit, and the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)outstanding Advances, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have Obligations and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Loan Document; (c) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (d) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or has been reduced to zero (or collateralized terminated in a manner satisfactory transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the applicable Issuing Bank)Borrower or such Subsidiary to be, renewed or extended; and (ii) constituting property being sold, transferred or disposed release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of in a Permitted Disposition upon receipt by transaction permitted under this Agreement. Upon the request of the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.09. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. In relation to any Liens in the Collateral to secure the Obligations granted on the First Amendment Date: (a) Each Lender Party (including, by accepting the benefits thereof, each Specified Derivatives Provider) hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender Party, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting property being soldupon the Security Release Date or as otherwise expressly permitted by the terms of the applicable Loan Document; or (iii) if approved, transferred authorized or disposed ratified in writing by the Lenders required to so approve in accordance with the terms of in a Permitted Disposition upon receipt this Agreement. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section. (bc) Upon at least two Notwithstanding anything set forth herein (2) Business Days’ prior written request by the Lead Borrowerincluding Section 8.17(b)), the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such any release of the Collateral (or any portion thereof) shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) 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 any salesuch sale or transfer, all of which shall continue to constitute part of the Collateral to the extent provided in the Pledge Agreement. 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 the Lender Parties or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent pursuant to any of the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan 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 but subject to the terms and conditions of the Loan Documents, and that the Administrative Agent shall have no duty or liability whatsoever to the Lender Parties, except to the extent resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment.

Collateral Matters. (a) The Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction this Agreement in full of all Obligations (other than contingent indemnity obligations accordance with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Section 13.10.; or (ii) constituting property being sold, transferred as required or disposed of in a Permitted Disposition upon receipt permitted by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersSection 4.3. Upon request by any the Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section or any other applicable provision of any of the other Loan Documents. (bc) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least two (2) 5 Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by all of the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, ; and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any Loan Party in respect of) all interests retained by the Borrower or any Loan PartySubsidiary, including (without limitation) the proceeds of any 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 the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section or in any of the 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 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 willful misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and/or the Collateral Agent, as applicable, to enter into the Security Documents and the Intercreditor Agreements for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the Intercreditor Agreements or the other Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but shall not be obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) Subject to the terms of the Intercreditor Agreements, upon the closing of any sale, transfer or other disposition of all of the Equity Interests of any Subsidiary Guarantor permitted pursuant to Section 10.04 or Section 10.08, (1) the obligations of such Subsidiary Guarantor pursuant to the Guarantee Agreement shall automatically be discharged and released without any further action by any Agent or any Lender, (2) the Administrative Agent and the Lenders hereby irrevocably authorize will, upon the reasonable request and at the sole expense of the Borrowers, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such discharge and release, all without representation, recourse or warranty, (3) the Collateral Agent shall release to the Borrower Agent or a Parent Guarantor, as applicable, without representation, warranty or recourse, express or implied, the pledged Equity Interests issued by such Subsidiary Guarantor and any pledged Equity Interests issued by any other Subsidiary, as applicable, held by such Subsidiary Guarantor, (4) the Collateral Agent shall release its security interest in all Collateral of such Subsidiary and (5) the Collateral Agent will, upon the request and at the sole expense of the Borrowers, execute and deliver any instrument or other document in a form acceptable to the Collateral Agent which may reasonably be required to evidence such release. Upon receipt by the Collateral Agent of a written request of the Borrower Agent, the Collateral Agent is hereby authorized (but shall not be obligated) to execute and enter into, and if satisfactory in form and substance to the Collateral Agent, shall execute and enter into, without further consent of any Lender, any Security Document to be executed after the Closing Date (including, without limitation, in connection with the Corporate Restructuring Transactions or any of them). (c) [Reserved]. (d) [Reserved]. (e) The Lenders, the Issuing Lenders and the other Secured Parties hereby authorize and direct the Administrative Agent and/or the Collateral Agent, as applicable, to release any Lien granted to or held by any Agent, as applicable, upon any Collateral Collateral, (i1) upon the termination of the Commitments Total Revolving Loan Commitment (and all Letters of Credit) and payment in full in cash and satisfaction in full of all of the Obligations (other than contingent indemnity inchoate indemnification obligations with respect and Secured Hedging Obligations as to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner which other arrangements reasonably satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings relevant Secured Party shall have been reduced to zero made) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii2) constituting property being that is sold, transferred or otherwise disposed of or to be sold, transferred or otherwise disposed of as part of or in connection with any sale, transfer or other disposition permitted hereunder to a Permitted Disposition Person other than the Borrower Agent or any Guarantor, and upon receipt consummation by any Parent Guarantor, the Administrative Borrower Agent or any Subsidiary of any such sale, transfer or other disposition, any Lien granted by such Parent Guarantor, the Borrower Agent or such Subsidiary under the Loan Documents on such Collateral shall automatically be discharged and released, and (3) that is released in accordance with the terms and conditions of the Net Proceeds thereof to the extent required by this Pledge and Security Agreement. Except as provided above, and in all such cases the Collateral Agent will not release any and the Lenders will, upon the request and at the sole expense of the Borrowers, execute and deliver any instrument or other document in a form acceptable to the Collateral Agent’s Liens Agent and the Required Lenders which may reasonably be required to evidence such discharge and release, all without representation, recourse or warranty. (f) Upon request by any Agent at any time, the prior written authorization of Borrower Agent shall deliver a certificate to such Agent stating that any sale, transfer or other disposition described in this Section 12.10 is permitted under the Applicable LendersLoan Documents. Upon request by any Agent or any Loan Party at any time, the Required Lenders will confirm in writing the Collateral Agent’s Agents’ authority to release any Liens upon or subordinate its interest in particular types or items of Collateral property, or to release any Subsidiary Guarantor from its obligations, in each case pursuant to this SECTION 8.16Section 12.10. The Agents shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. (bg) Upon Neither the Administrative Agent nor the Collateral Agent shall have any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at least two all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 12.10 or in any of the Security Documents or other Loan Documents. (2h) Business Days’ prior written request In the event that an Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in such Agent’s sole discretion may cause such Agent to be considered an “owner or operator” under any environmental laws or otherwise cause such Agent to incur, or be exposed to, any environmental liability or any liability under any applicable law, such Agent reserves the right, instead of taking such action, either to resign as an Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver (at the expense of the Borrowers). No Agent will be liable to any Person for any environmental liability or any environmental claims or contribution actions under any Environmental Law by reason of such Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the Lead Borrowerenvironment. (i) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for the account of other customers in similar transactions. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its rights and powers. Except for reasonable care and preservation of the Collateral in its possession (as described above) and the accounting for moneys actually received by it hereunder, the Collateral Agent shall (and is hereby irrevocably authorized by have no duty as to the Lenders to) execute such documents as may be necessary to evidence the release collection or protection of the Liens upon Collateral or any Collateral described income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto. (j) Notwithstanding anything contained in SECTION 8.16(a); providedthe Loan Documents or otherwise to the contrary, however, that (i) neither the Administrative Agent nor the Collateral Agent shall not be required have any duty to execute (i) file or prepare any such document on terms whichfinancing or continuation statements or record any documents or instruments in any public office for purposes of creating, in its reasonable opinion, would, perfecting or maintaining any Lien or security interest created under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and Loan Documents; (ii) such release shall not take any necessary steps to preserve rights against any parties with respect to any Collateral; (iii) take any action to protect against any diminution in any manner dischargevalue of the Collateral; or (iv) insure the Collateral or pay taxes, affect charges, assessments or impair Liens upon the Obligations Collateral or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) otherwise as to the proceeds of any sale, all of which shall continue to constitute part maintenance of the Collateral.

Collateral Matters. (a) The Each Lender authorizes and directs Administrative Agent to enter into the Loan Documents for the Lender Liens and agrees that any action taken by Administrative Agent concerning any Collateral (with the consent or at the request of Determining Lenders) in accordance with any Loan Document, that Administrative Agent’s exercise (with the consent or at the request of Determining Lenders) of powers concerning the Collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. (b) Administrative Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time before a Default or Potential Default, to take any action with respect to any Collateral or Loan Documents related to Collateral that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral. (c) Except to use the same standard of care that it ordinarily uses for collateral for its sole benefit, Administrative Agent has no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Company or is cared for, protected, or insured or has been encumbered or that the Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) Administrative Agent shall exercise the same care and prudent judgment with respect to the Collateral and the Loan Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lender Lien upon any Collateral (i) upon the termination full payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligation, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of as permitted under any Loan Document, (iii) constituting property in which no Company owned any interest at the time the Lender Lien was granted or at any time after that, (iv) constituting property leased to any Company under a lease that has expired or been terminated in a Permitted Disposition upon receipt transaction permitted under the Loan Documents or is about to expire and that has not been, and is not intended by the that Company to be, renewed, (v) consisting of an instrument evidencing Debt pledged to Administrative Agent (for the benefit of Lenders), if the Net Proceeds thereof to the extent required underlying Debt has been paid in full or (vi) if approved, authorized, or ratified in writing by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will shall confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to under this SECTION 8.16clause (e). (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Each Lender hereby irrevocably authorizes and ratifies Agent’s entry into this Agreement and the Loan Documents. Each Lender hereby irrevocably agrees that any action taken by the Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The Agent is hereby irrevocably authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the Agent’s Liens upon the Collateral, for the benefit of the Secured Parties (though the Agent shall have no obligation to take sure actions). The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than unasserted contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bankindemnification obligations) and all Letter termination of Credit Outstandings have been reduced to zero (the Commitments; or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt compliance with the terms of this Agreement and the other Loan Documents; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except Required Lenders or all Lenders (as provided above, the Collateral Agent will not release applicable). (b) Without in any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 17.10(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 17.10(a). Upon receipt by the Collateral Agent of confirmation from the requisite amount of Lenders of its authority to release any Liens particular item or types of Collateral, and upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by Borrower set forth in a certificate of the Lead BorrowerBorrower executed by an Authorized Person, the Collateral Agent shall at Borrower’s sole cost and expense (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary reasonably requested by the Borrower to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders upon such Collateral, and acknowledge and agree that any such action by the Collateral described in SECTION 8.16(a)Agent shall bind the Lenders; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse recourse, representation or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon the interests in the Collateral retained by Borrower or any Guarantor. (c) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists, is genuine, or is owned by Borrower or any Guarantor or is cared for, protected or insured or has been encumbered or that the Agent’s Liens (granted to the Collateral Agent pursuant to this Agreement or any other than those expressly being released) upon (Loan Document are valid or obligations have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to maintain the perfection of any Agent’s Liens on the Collateral, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 17.10 or in any other Loan Party Document, it being understood and agreed that in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part 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 that the Collateral Agent shall have no duty or liability whatsoever to any Lender or otherwise, except upon being directed by the Required Lenders as otherwise provided herein. (d) Notwithstanding anything set forth herein to the contrary, the Agent shall have a duty of ordinary care with respect to any Collateral delivered to the Agent or its designated representatives that is in the Agent’s or its designated representatives’ possession or control. The Agent shall not be responsible for insuring the Collateral or for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Agent will be deemed to have exercised ordinary care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in good faith.

Collateral Matters. (a) Each Lender hereby designates ▇▇▇▇▇ Fargo Securities LLC as Collateral Agent under the Security Agreement and the other Security Documents, and each Interest Rate Hedge Counterparty in accepting the benefits available to it under the Security Documents is hereby deemed to consent to the appointment of ▇▇▇▇▇ Fargo Securities LLC as Collateral Agent. All of the indemnifications, protections or other rights under the provisions of this Section 13 applicable to the Administrative Agent shall be equally applicable to the Person acting as the Collateral Agent. (b) The Lenders hereby Secured Parties irrevocably authorize the Administrative Agent and/or the Collateral Agent Agent, at its option and in its discretion, (i) to release any Lien upon on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination of the Aggregate Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claimsindemnification obligations), all Letters (ii) that is sold or to be sold as part of Credit shall have expired or terminated (in connection with any sale permitted hereunder or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)under any other Loan Document, or (iii) subject to Section 15.12, if approved, authorized or ratified in writing by the Majority Lenders; (ii) constituting to subordinate any Lien on any property being sold, transferred granted to or disposed of in a Permitted Disposition upon receipt held by the Administrative Agent of the Net Proceeds thereof under any Loan Document to the extent required holder of any Permitted Lien; and (iii) to take the actions with respect to the Collateral as are set forth in the Security Documents. (c) The Secured Parties hereby agree that the Security Documents may be enforced only by this Agreement. Except as provided above, the Administrative Agent or the Collateral Agent will not release and that no Secured Party shall have any of right individually to seek to enforce or to enforce the Security Documents to realize upon the security to be granted thereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent and/or the Collateral Agent’s Liens without Agent upon the prior written authorization terms of this Credit Agreement and the Applicable Lenders. Security Documents. (d) Upon request by any the Administrative Agent or any Loan Party at any time, the Majority Lenders and each Interest Rate Hedge Counterparty will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral pursuant to this SECTION 8.16property. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Each Lender authorizes the Collateral Administrative Agent to release any Lien upon on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under this Agreement or any other Transaction Document (i) upon the termination of the Commitments and payment and satisfaction as provided in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Section 2.11 or (ii) constituting property being soldif approved, transferred authorized or disposed of ratified in a Permitted Disposition upon receipt writing in accordance with Section 11.01. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon its interest in particular types or items of property. In each case as specified in this Section 7.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Facility Servicer such documents as the Facility Servicer may reasonably request to evidence the release of such item of Collateral pursuant to from the assignment and security interest granted under this SECTION 8.16Agreement or the other Transaction Documents in accordance with the terms of the Transaction Documents and this Section 7.09. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral 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, value or collectability of the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower or the Facility Servicer or the Portfolio Asset Servicer in its reasonable opinionconnection therewith, would, under Applicable Law, expose nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral or the Lien thereon. (c) It is understood and agreed that the Administrative Agent (i) shall have no responsibility with respect to liability the determination of whether any Pledged Equity is certificated or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, uncertificated and (ii) the Administrative Agent shall only be responsible for holding Pledged Equity to the extent actually received. (d) The Administrative Agent shall monitor any UCC financing statements filed by the Initial Lender in connection with this Agreement solely to the extent that the Initial Lender provides such release financial statements to the Administrative Agent. The Administrative Agent shall not in notify the Lenders when the time-period to file continuation statements for such financing statements has commenced and at least 60 days prior to the date such financing statements would terminate; provided that the Administrative Agent shall have no liability or obligation to file any manner dischargesuch continuation statements. The Administrative Agent shall have no other duty to see to, affect or impair be responsible for the Obligations correctness or accuracy of, any recording, filing or depositing of this Agreement or any Liens (other than those expressly being released) upon (agreement referred to herein, or obligations any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any Loan Party in respect of) all interests retained by such recording or filing or depositing or to any Loan Partyrerecording, including (without limitation) the proceeds refilling or re-depositing of any sale, all of which shall continue to constitute part of the Collateralthereof.

Collateral Matters. (a) Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of this Agreement or the 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 Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or other Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, (i) to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (ix) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (Loans and all other than contingent indemnity obligations with respect to then unasserted claims), of Borrower hereunder and the expiration or termination of all Letters of Credit shall have expired (including by means of credit bidding in accordance with Section 15.3); (y) constituting property sold or terminated to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or been collateralized (z) subject to Section 19.1 if approved, authorized or ratified in a manner satisfactory to writing by the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Required Lenders; or (ii) constituting property to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the definition of Permitted Liens (it being sold, transferred or disposed of in a Permitted Disposition upon receipt by the understood that Administrative Agent of may conclusively rely on a certificate from Borrower in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 12.3). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is Section 17.11. Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral authorizes Administrative Agent to liability or create give blockage notices in connection with any obligation or entail any adverse consequence other than Subordinated Debt at the release direction of Required Lenders and agrees that it will not act unilaterally to deliver such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralnotices.

Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction as described in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claimsSection 9.02(d), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or ; (ii) constituting property being soldas permitted by, transferred but only in accordance with, the terms of the applicable Loan Document; or disposed (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of in a Permitted Disposition upon receipt the Lenders hereunder. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this SECTION 8.16. (b) Upon the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least two (2) five Business Days’ prior written request by the Lead BorrowerBorrower to the Administrative Agent, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its the Administrative Agent’s reasonable opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any the Loan Party Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. (b) In furtherance of the foregoing and not in limitation thereof, no Banking Services Agreement, Swap Agreement or Borrower Letter of Credit will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Banking Services Agreement, Swap Agreement or Borrower Letter of Credit, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(e). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction as described in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claimsSection 9.02(d), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or ; (ii) constituting property being soldas permitted by, transferred but only in accordance with, the terms of the applicable Loan Document; or disposed (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of in a Permitted Disposition upon receipt the Lenders hereunder. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer to this SECTION 8.16. (b) Upon any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least two five (25) Business Days’ prior written request by the Lead BorrowerBorrower to the Administrative Agent, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; providedprovided that, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its the Administrative Agent’s reasonable opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any the Loan Party Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. (b) In furtherance of the foregoing and not in limitation thereof, no Secured Cash Management Agreement or Secured Hedge Agreement will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Secured Cash Management Agreement or Secured Hedge Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇ (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (s) and (ii) execute any intercreditor agreements and/or subordination agreements with any holder of any Indebtedness or Liens permitted by this Agreement to the extent such intercreditor agreement and/or subordination agreement is required. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. (a) The Lenders Lender Parties hereby irrevocably authorize the Collateral Agent and direct Administrative Agent, at its option and in its sole discretion, to (i) release any Lien upon on any Collateral (i1) upon the termination of the Commitments and payment and satisfaction in full of all Obligations Obligations, (other than contingent indemnity obligations with respect to then unasserted claims), indemnification Obligations and the expiration or termination of all Letters or Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent shall have been made)), (2) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Administrative Agent that the sale or disposition is permitted under this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry), (3) constituting property in which any Loan Party or its Subsidiaries owned no interest at the time the Administrative Agent’s Lien was granted nor at any time thereafter, or (4) constituting property leased to any Loan Party or its Subsidiaries under a lease that has expired or is terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), transaction permitted under this Agreement or (ii) constituting property being sold, transferred or disposed release any Guarantor from its obligations under a Guaranty Agreement if such Person ceases to be a Subsidiary as a result of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreementtransaction permitted herein. Except as provided above, the Collateral Administrative Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Administrative Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 12.10; provided, however, that (i1) the Collateral Administrative Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrower in respect of) all interests retained by any Loan PartyBorrower, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Administrative Agent shall have no obligation whatsoever to any of the Lender Parties to assure that the Collateral exists or is owned by the Loan Parties or their Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Administrative Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any other Lender Party as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction Payment in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Full; (ii) constituting upon property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted under this Agreement (including the release of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower Representative in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(b)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16Section 14.11. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to (i) release any Lien upon granted to or held by the Administrative Agent under any Collateral Security Document (iA) upon the termination of the Commitments Commitment and payment and satisfaction in full of all DIP Obligations or (B) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that the Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other than contingent indemnity obligations disposition of property being made in full compliance with respect to then unasserted claimsthe provisions of the Financing Documents), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred release or disposed of in a Permitted Disposition upon receipt subordinate any Lien granted to or held by the Administrative Agent under any Security Document constituting property described in Section 5.2(d) (it being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of the Net Proceeds thereof a Responsible Officer as to the extent required identification of any property described in Section 5.2(d)), and (iii) release any Guarantor from the Guaranty (and release any Lien granted to or held by Administrative Agent on the assets of such Guarantor and the equity interests in such Guarantor) at such time as such Guarantor ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon and/or subordinate particular types or items of Collateral pursuant to this SECTION 8.16Section 10.9. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral The Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens security interest, mortgage or liens granted to Administrative Agent upon any Collateral described in SECTION 8.16(a)to the extent set forth above; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens security interest, mortgage or liens without recourse or warranty, warranty and (ii) other than in connection with the payment in full of all DIP Obligations (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted) and termination of this Agreement, such release shall not in any manner discharge, affect or impair the DIP Obligations or any Liens (other than those expressly being released) security interest in, or mortgage or lien upon (or obligations of any Loan a Credit Party in respect of) all interests the Collateral retained by any Loan Credit Party. (c) The Administrative Agent shall have no obligation whatsoever to any Lender or any other person to investigate, including (without limitation) confirm or assure that the proceeds Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any saleof the Financing Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Administrative Agent in this Agreement or in any of the other Financing Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Administrative Agent shall have no duty or liability whatsoever to any Lender.

Collateral Matters. (a) The a. Each Lender authorizes and directs Agent to enter into the Security Documents and accept the other Credit Documents for the benefit of Lenders. Agent is hereby authorized, on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action, in its sole discretion, with respect to any Collateral or Security Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to the Security Documents. b. Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination of the Commitments and payment in cash and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)of the Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property Property being sold, transferred sold or disposed of if the sale or disposition is permitted under this Agreement or any other Credit Document or is made by Agent in a Permitted Disposition upon receipt the enforcement of its rights hereunder following the occurrence of an Event of Default and (iii) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Required Lenders, unless such release is required to the extent required be approved by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersall Lenders hereunder. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 12.10(b). (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, c. Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or that the liens granted to Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to evidence the release 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 Liens upon rights, authorities and powers granted or available to Agent in this Section 12.10 or in any Collateral described of the Security Documents, it being understood and agreed that in SECTION 8.16(a); providedrespect of the Collateral, howeveror any act, that (i) the Collateral omission or event related thereto, Agent shall not be required to execute may act in any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given Agent's own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warrantyLenders, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralexcept for its willful misconduct.

Collateral Matters. (a) Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of ▇▇▇▇▇▇▇. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of this Agreement or the 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 Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or other Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, (i) to release any Lien upon granted to or held by the Administrative Agent under any Collateral Loan Document (ix) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (Loans and all other than contingent indemnity obligations with respect to then unasserted claims), of Borrowers hereunder and the expiration or termination of all Letters of Credit shall have expired (including by means of credit bidding in accordance with Section 16.3); (y) constituting property sold or terminated to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or been collateralized (z) subject to Section 20.1 if approved, authorized or ratified in a manner satisfactory to writing by the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Required Lenders; or (ii) constituting property to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the definition of Permitted Liens (it being sold, transferred or disposed of understood that the Administrative Agent may conclusively rely on a certificate from Borrowers in a Permitted Disposition upon receipt determining whether the Debt secured by any such Lien is permitted by Section 13.2). Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by Section 18.11. Each Lender hereby authorizes the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Administrative Agent to liability or create give blockage notices in connection with any obligation or entail any adverse consequence other than Subordinated Debt at the release direction of Required Lenders and agrees that it will not act unilaterally to deliver such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralnotices.

Collateral Matters. (a) The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to a Default, to take any action with respect to any Pledged Collateral which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Pledged Collateral. (b) The Lenders hereby irrevocably authorize the Collateral Agent, and the Collateral Agent to shall, release any Lien granted to or held by the Collateral Agent upon any Collateral Pledged Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Liabilities or (ii) constituting property being soldif approved, transferred authorized or disposed of ratified in a Permitted Disposition upon receipt writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Directing Lenders. Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any Liens upon particular types or items of Pledged Collateral pursuant to this SECTION 8.16Section 18.9. (bc) Upon any sale and transfer of Pledged Collateral which is expressly permitted pursuant to the terms of the Financing Agreement, the Loan Agreement or this Agreement or consented to in writing by the Directing Lenders, and upon at least two five (25) Business Days’ ' prior written request by the Lead BorrowerPledgor, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for its benefit and the benefit of the Lenders herein or pursuant hereto upon any the Pledged Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent's opinion, would, under Applicable Law, would expose the Collateral Agent or the Lenders to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations Liabilities or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Partythe Pledgor, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Pledged Collateral. In the event of any sale or transfer of Pledged Collateral, or any foreclosure with respect to any of the Pledged Collateral, the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Pledged Collateral exists or is owned by the Pledgor or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 18.9, it being understood and agreed that in respect of the Pledged 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 Pledged Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct.

Collateral Matters. (a) The Each Lender authorizes and directs Administrative Agent to enter into the Security Documents for the ratable benefit of Lenders. Each Lender agrees that any action taken by Administrative Agent concerning any Collateral with the consent of, or at the request of, Majority Lenders hereby in accordance with the provisions of this Agreement, the Security Documents or the other Loan Papers, and the exercise by Administrative Agent (with the consent of, or at the request of, Majority Lenders) of powers concerning the Collateral set forth in any Loan Paper, together with other reasonably incidental powers, shall be authorized and binding upon all Lenders. (b) Administrative Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time before a Default or Potential Default, to take any action with respect to any Collateral or Security Documents that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral granted by the Security Documents. (c) Administrative Agent has no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Company or is cared for or protected. (d) Administrative Agent shall exercise the same care and prudent judgment with respect to the Collateral and the Security Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lender Lien upon any Collateral (i) upon the termination full payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligation; (ii) constituting property being sold, transferred sold or disposed of as permitted under Section 9.10, if Administrative Agent determines that the property being sold or disposed is being sold or disposed in accordance with the requirements and limitations of Section 9.10 and Administrative Agent concurrently receives all mandatory prepayments with respect thereto, if any, in accordance with Section 9.10; (iii) constituting property in which no Company owned any interest at the time the Lender Lien was granted or at any time thereafter; (iv) constituting property leased to any Company under a lease that has expired or been terminated in a Permitted Disposition upon receipt transaction permitted under this Agreement or is about to expire and that has not been, and is not intended by the that Company to be, renewed; (v) consisting of an instrument evidencing Debt pledged to Administrative Agent (for the benefit of Lenders), if the Net Proceeds thereof to the extent required by this Agreement. Except as provided aboveDebt evidenced thereby has been paid in full; or (vi) if approved, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent authorized or any Loan Party at any time, the Lenders will confirm ratified in writing the Collateral Agent’s authority by Majority Lenders subject to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.Section 14.10

Collateral Matters. (a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting property being soldas expressly permitted by, transferred but only in accordance with, the terms of the applicable Loan Document; or disposed (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of in a Permitted Disposition upon receipt Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section. (bc) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least two five (25) Business Days’ prior written request by the Lead Borrower, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lenders and the Issuing Bank herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of 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 any salesuch sale or transfer, 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 the Lenders or the Issuing Bank or to any other Person to assure that the Collateral exists or is owned by the Borrower, any other Loan Party or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful misconduct.

Collateral Matters. (a) The Each Lender authorizes and directs Agent to accept the other Credit Documents for the benefit of Lenders. Agent is hereby authorized, on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action, in its sole discretion, with respect to any Collateral or Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the Liens upon the Collateral granted pursuant to this Agreement. (b) Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination of the Commitments and payment in immediately available funds and satisfaction in full of all of the Obligations (other than contingent indemnity obligations with at any time arising under or in respect to then unasserted claims)of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property Property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt of the proceeds of such sale by Agent if the sale or disposition is permitted under this Agreement or any other Credit Document or is made by Agent in the enforcement of its rights hereunder following the occurrence of an Event of Default or (iii) if approved, authorized or ratified in writing by the Administrative Required Lenders, unless such release is required to be approved by all Lenders hereunder; provided, however, that Agent of the Net Proceeds thereof to the extent required may, in its discretion, upon request by this Agreement. Except as provided aboveBorrowers, the Collateral Agent will not release any of the Collateral Agent’s Liens on Collateral value in the aggregate not in excess of $1,000,000 during any one year period without the prior written approval or authorization of any of the Applicable other Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 11.10(b). (bc) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by Borrowers or is cared for, protected or insured or that the Liens granted to Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to evidence the release 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 Liens upon rights, authorities and powers granted or available to Agent in this Section 11.10 or in any Collateral described of the Credit Documents, it being understood and agreed that in SECTION 8.16(a); providedrespect of the Collateral, howeveror any act, that (i) the Collateral omission or event related thereto, Agent shall not be required to execute may act in any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to liability Lenders, except for its gross negligence or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralwillful misconduct.

Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction as described in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claimsSection 9.02(e), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or ; (ii) constituting property being soldas permitted by, transferred but only in accordance with, the terms of the applicable Loan Document; or disposed (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of in a Permitted Disposition upon receipt the Lenders hereunder. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral to this SECTION 8.16. (b) Upon any Person other than another Loan Party which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least two five (25) Business Days’ prior written request by the Lead BorrowerBorrower to the Administrative Agent, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its the Administrative Agent’s reasonable opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of any the Loan Party Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. (b) In furtherance of the foregoing and not in limitation thereof, no Banking Services Agreement or Swap Agreement will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Banking Services Agreement or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(b). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. (a) The Each Lender authorizes and directs Agent to enter into the Security Documents for the ratable benefit of Lenders. Each Lender agrees that any action taken by Agent concerning any Collateral with the consent of, or at the request of, Determining Lenders hereby in accordance with the provisions of this Agreement, the Security Documents or the other Loan Documents, and the exercise by Agent (with the consent of, or at the request of, Determining Lenders) of powers concerning the Collateral set forth in any Loan Document, together with other reasonably incidental powers, shall be authorized and binding upon all Lenders. (b) Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time before a Default or Potential Default, to take any action with respect to any Collateral or Security Documents that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral granted by the Security Documents. (c) Agent has no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Company or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent for the benefit of Lenders under the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced, or are entitled to any particular priority. (d) Agent shall exercise the same care and prudent judgment with respect to the Collateral and the Security Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lender Lien upon any Collateral (i) upon the termination full payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligation; (ii) constituting property being sold, transferred sold or disposed of as permitted under SECTION 9.10, if Agent determines that the property being sold or disposed is being sold or disposed in a Permitted Disposition upon receipt accordance with the requirements and limitations of SECTION 9.10 and Agent concurrently receives all mandatory prepayments with respect thereto, if any, in accordance with SECTION 9.10; or (iii) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Determining Lenders, subject to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersSECTION 14.10(a)(v). Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to under this SECTION 8.1613.9(e). (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction as described in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claimsSection 9.02(d), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or ; (ii) constituting property being soldas permitted by, transferred but only in accordance with, the terms of the applicable Loan Document; or disposed (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of in a Permitted Disposition upon receipt the Lenders hereunder. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to this SECTION 8.16. (b) Upon the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least two five (25) Business Days’ prior written request by the Lead BorrowerCompany to the Administrative Agent, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Company or any Loan Party Subsidiary in respect of) all interests retained by the Company or any Loan PartySubsidiary, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Lender Cash Management Agreements the obligations under which constitute Obligations, no Lender Hedging Agreements the obligations under which constitute Obligations, no Lender Qualified Bilateral Letters of Credit the obligations under which constitute Obligations and no Lender Supply Chain Financing Agreement the obligations under which constitute Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Lender Cash Management Agreements, Lender Hedging Agreements, Lender Qualified Bilateral Letters of Credit or Lender Supply Chain Financing Agreements, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to 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 Sections 6.01(c), (d), (e), (f), (g) or (h). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Instruments hereby agrees to the terms of this paragraph (a). (b) The Lenders hereby hereby, and Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Instruments, irrevocably authorize the Collateral Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (ia) upon the termination of this Agreement, termination of all Hedge Contracts with such Persons, termination of all Letters of Credit, and the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)outstanding Advances, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have Obligations and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Loan Document; (c) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (d) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or has been reduced to zero (or collateralized terminated in a manner satisfactory transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the applicable Issuing Bank)Borrower or such Subsidiary to be, renewed or extended; and (ii) constituting property being sold, transferred or disposed release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of in a Permitted Disposition upon receipt by transaction permitted under this Agreement. Upon the request of the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.09. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release or evidence such release (or subordinate) any Lien Liens upon any Collateral or any guaranty of the Obligations, (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Termination Date; (ii) constituting property being sold, transferred sold or disposed of if Borrower Representative certifies to Agent that the sale or Disposition is made in compliance with this Agreement and the Loan Documents (or otherwise is not prohibited) (and Agent may rely conclusively on any such certificate, without further inquiry) or such sale or Disposition is approved by the Requisite Lenders; (iii) constituting property in which Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to Credit Parties under a lease which has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party Borrower Representative at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens Lien upon particular types or items of Collateral pursuant to this SECTION 8.16Section 10.11. (b) Upon receipt by Agent of any authorization required pursuant to Section 10.11(a) from Lenders of Agent’s authority to release (or subordinate) any Liens upon particular types or items of Collateral, and upon at least two five (25) Business Days’ prior written request by the Lead BorrowerBorrower Representative, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of the its Liens upon any Collateral described in SECTION 8.16(a)such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Credit Parties in respect of) all interests retained by any Loan PartyCredit Parties, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Each Lender authorizes and directs Agent to release any Lien upon any Collateral (i) upon enter into the termination other Loan Documents for the benefit of the Commitments Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Required Lenders (or Agent at the direction of the Required Lenders) in accordance with the provisions of this Agreement or the other Loan Documents, and payment 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 satisfaction in full binding upon all Lenders. Agent is hereby authorized on behalf of all Obligations (other than contingent indemnity obligations Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to then unasserted claims), all Letters of Credit shall have expired any Collateral or terminated other Loan Documents which may be necessary to perfect and maintain as perfected and first priority (or been collateralized in a manner satisfactory subject only to Permitted Liens) the applicable Issuing Bank) Security Interest and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition Lien upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral granted pursuant to this SECTION 8.16Agreement and the other Loan Documents. (b) Upon Agent will not, without the consent of the Required Lenders, execute any release of Agent’s security interest in substantially all of the Collateral except for releases relating to dispositions of Collateral (x) permitted by this Agreement and (y) in connection with the repayment in full of all of the Obligations by Borrower and the termination of all obligations of Agent and the Lenders under this Agreement and the other Loan Documents. Agent shall not be required to execute any such release on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty. In the event of any sale, transfer or foreclosure of any of the Collateral, Agent shall be authorized to deduct all of the expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (c) To the extent, pursuant to the provisions of this Section 10.10, Agent’s execution of a release is required to release its Lien upon any sale and transfer of Collateral which is permitted under this Agreement or consented to in writing by the Required Lenders, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral that was sold or transferred. (d) Agent shall not be required have no obligation whatsoever to execute Lenders or to any such document on terms whichother Person to assure that the Collateral exists or is owned by Borrower or any Guarantor or protected or insured or that the Liens granted to Agent herein 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 10.10 or in any of the other Loan 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 reasonable opinionsole discretion, would, under Applicable Law, expose given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to liability Lenders, except for its gross negligence or create willful misconduct. (e) In the event that any obligation or entail Lender receives any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any saleCollateral or other payments from the Borrower or any of its Subsidiaries with respect to the Obligations, including by setoff or otherwise, in an amount in excess of such Lender’s Commitment Percentage of such proceeds, such Lender shall purchase for cash (and other Lenders shall sell) interests in each of such other Lender’s Commitment Percentage as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Commitment Percentages. No Lender shall exercise any right of which shall continue to constitute part set off without the prior written consent of the CollateralRequired Lenders and in all cases such right of setoff shall be subject to this Section 10.10(e).

Collateral Matters. (a) The Lenders hereby Administrative Agent is authorized on behalf of the Banks, without the necessity of any notice to or further consent from the Banks, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized on behalf of the Banks, without the necessity of any notice to or further consent from the Banks, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Banks under the Credit Documents or applicable law. (b) The Banks irrevocably authorize the Collateral Administrative Agent and the Administrative Agent hereby agrees to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)outstanding Advances, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations and all other Obligations payable under this Agreement and under any other Credit Document; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or the other Credit Documents; (iii) constituting property in which the Borrower or any Subsidiary of the Borrower owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Subsidiary of the Borrower under a lease which has expired or has been terminated in a Permitted Disposition upon receipt 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; or (v) if approved, authorized or ratified in writing by the Majority Banks or all the Banks, as the case may be, as required by Section 9.01. Upon the request of the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Banks will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.09. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Each Lender authorizes and directs Agent to enter into the other Financing Agreements for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of this Agreement or the other 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 Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or other Financing Agreements which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Financing Agreements. (b) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, (i) to release any Lien upon granted to or held by Agent under any Collateral Financing Agreement (ix) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Loans and all Letter other obligations of Credit Outstandings have been reduced Borrowers hereunder; (y) constituting property sold or to zero be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or collateralized (z) subject to Section 12.1 if approved, authorized or ratified in a manner satisfactory to writing by the applicable Issuing Bank), Required Lenders; or (ii) constituting property being sold, transferred or disposed to subordinate its interest in any Collateral to any holder of in a Permitted Disposition upon receipt Lien on such Collateral which is permitted by the Administrative Agent clause (v) of the Net Proceeds thereof to definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrowers in determining whether the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 13.2). Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is Section 11.10. Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral authorizes Agent to liability or create give blockage notices in connection with any obligation or entail any adverse consequence other than Subordinated Debt at the release direction of Required Lenders and agrees that it will not act unilaterally to deliver such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralnotices.

Collateral Matters. (a) The Lenders Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Instruments hereby agrees to the terms of this paragraph (a). (b) The Lenders, and Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Instruments, hereby irrevocably authorize the Collateral Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (ia) upon the termination of this Agreement, termination of all Hedge Contracts with such Persons, and the Commitments and payment and satisfaction in full of all outstanding Advances and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other than contingent indemnity obligations with respect Loan Document; (c) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (d) constituting property leased to then unasserted claims), all Letters of Credit shall have the Borrower or any Subsidiary under a lease which has expired or has been terminated (or been collateralized in a manner satisfactory transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the applicable Issuing Bank) Borrower or such Subsidiary to be, renewed or extended; and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of in a Permitted Disposition upon receipt by transaction permitted under this Agreement. Upon the request of the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.09. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) [Reserved]. (b) The Lenders hereby irrevocably authorize the Collateral Agent to (1) release any Lien granted to or held by the Collateral Agent upon any Collateral (i) in accordance with the express terms of the Loan Documents; (ii) upon the termination of the Commitments Total Commitment and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Loans and all Letter of Credit Outstandings have been reduced to zero (or collateralized other Obligations in a manner satisfactory to accordance with the applicable Issuing Bank), terms hereof; or (iiiii) (x) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt the ordinary course of any Loan Party’s business and otherwise in compliance with the terms of this Agreement and the other Loan Documents; (y) constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or (z) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Lenders or (2) subordinate any Lien on any property granted to the extent required or sold by this Agreement. Except as provided above, the Collateral Agent will not release to the holder of any Lien on property that is permitted to be subordinated pursuant to the definition of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders“Permitted Liens”. Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders will shall confirm in writing the Collateral Agent’s authority to release any Liens upon or subordinate particular types or items of Collateral pursuant to this SECTION 8.16Section 10.08(b). (bc) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release or subordinate Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon at least two receipt by the Collateral Agent of confirmation from the Required Lenders (2or all Lenders if applicable) Business Days’ of its authority to release or subordinate any particular item or types of Collateral, and upon prior written request by the Lead Borrowerany Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Agents and the Lenders upon any Collateral described in SECTION 8.16(a)such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (d) Anything contained in any of the Loan Documents to the contrary notwithstanding, including the Loan Parties, each Agent and each Lender hereby agree that (without limitationi) no Lender shall have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the proceeds Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 363 of the Bankruptcy Code), to use and apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. (e) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected or insured or has been encumbered or that the Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Collateral Agent in this Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein.

Collateral Matters. (a) The Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) hereby irrevocably authorize the Collateral Agent at its option and in its discretion to release any Lien upon any of the Collateral (i) upon the termination of the Commitments Revolving Loan Commitment and payment and satisfaction in full of all of the non-contingent Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters and delivery of Credit shall have expired or terminated (or been collateralized in a manner satisfactory cash collateral to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), extent required under Section 13.1 below; or (ii) constituting property being sold, transferred sold or disposed of if applicable Credit Party certifies to Agent that the sale or disposition is made in a Permitted Disposition upon receipt by compliance with Section 8.1 hereof (and Agent may rely conclusively on any such certificate, without further enquiry); or (iii) constituting property in which applicable Credit Party did not own an interest at the Administrative Agent time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the Net Proceeds thereof other Financing Agreements, including any intercreditor agreement; or (v) approved, authorized or ratified in writing in accordance with Section 11.14 hereof. Lenders hereby irrevocably authorize Agent to subordinate its Lien upon the extent required by this Agreementspecific Collateral on which another Person has a Lien as permitted under Section 8.2(e) and if such Person will not permit Agent to retain its Lien on such Collateral, Lenders hereby irrevocably authorize Agent to release its Lien upon such Collateral. Except as provided above, the Collateral Agent will not release any Lien upon any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm required in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16accordance with Section 11.14 hereof. (b) Upon at least two (2) Business Days’ prior written Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by the Lead BorrowerAgent, the authority to release Collateral conferred upon Agent under this Section. Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent upon any Collateral described in SECTION 8.16(a)to the extent set forth above; provided, howeverthat, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens Lien without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Credit Party in respect of) all interests the Collateral retained by such Credit Party. (c) Agent shall have no obligation whatsoever to any Loan PartyLender or any other Person to investigate, including (without limitation) confirm or assure that the proceeds of Collateral exists or is owned by any saleCredit Party or is cared for, all of which shall continue protected or insured or has been encumbered, or that the Liens granted to constitute part Agent pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any other Lender.

Collateral Matters. (i) Each Lender authorizes and directs Administrative Agent to enter into the Other Agreements for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Requisite Lenders in accordance with the provisions of this Agreement or the Other Agreements, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Other Agreements which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to this Agreement and the Other Agreements. (ii) Administrative Agent will not, without the verbal consent of all Lenders, which consent shall (a) The Lenders hereby irrevocably authorize the Collateral Agent to be confirmed promptly thereafter in writing and (b) not be unreasonably withheld or delayed, execute any release any Lien upon of Administrative Agent’s security interest in any Collateral except for releases relating to dispositions of Collateral (ix) upon permitted by this Agreement (including pursuant to Factoring Arrangements) and (y) in connection with the termination of the Commitments and payment and satisfaction repayment in full of all Obligations of the Liabilities by Borrower and the termination of all obligations of Administrative Agent and Lenders under this Agreement and the Other Agreements; provided, that with the consent of Requisite Lenders in the manner set forth above, Administrative Agent may release its liens on Collateral having a book value not greater than ten percent (10%) of the total book value of all Collateral, as determined by Administrative Agent, either in a single transaction or series of related transactions, not to exceed twenty percent (20%) of the book value of all Collateral in any Fiscal Year. Administrative Agent shall not be required to execute any such release on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than contingent indemnity obligations with respect the release of such liens without recourse or warranty. In the event of any sale or transfer of any of the Collateral, Administrative Agent shall be authorized to then unasserted claims)deduct all of the expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, all Letters of Credit shall have expired transfer or terminated foreclosure. (or been collateralized iii) Lenders hereby agree that the lien granted to Administrative Agent in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting any property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt by accordance with the provisions of the Agreement shall be automatically released; provided, however that Administrative Agent’s lien shall attach to and continue for the benefit of Administrative Agent and Lenders in the proceeds and products of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release such property arising from any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent such sale or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16disposition. (biv) Upon To the extent, pursuant to the provisions of this subsection 19(j), Administrative Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least two five (25) Business Daysbusiness days’ prior written request by the Lead Borrower, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens liens granted to Administrative Agent for the benefit of Lenders herein or pursuant hereto upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral that was sold or transferred. (v) Administrative Agent shall not be required have any obligation whatsoever to execute Lenders or to any such document on terms whichother Person to assure that the Collateral exists or is owned by Borrower or any other Obligor or is cared for, protected or insured or that the liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 19 or in any of the Other Agreements, 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 reasonable opinionsole discretion, would, under Applicable Law, expose 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 liability Lenders, except for its gross negligence or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralwillful misconduct.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Each Lender authorizes the Collateral Administrative Agent to release any Lien upon on any collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under this Agreement or any other Transaction Document including, without limitation, the Collateral and Pledged Equity (i) upon the termination of the Commitments and payment and satisfaction as provided in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Section 2.11 or (ii) constituting property being soldif approved, transferred authorized or disposed of ratified in a Permitted Disposition upon receipt writing in accordance with Section 11.01. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon its interest in particular types or items of property. In each case as specified in this Section 7.10, the Administrative Agent will, at the Borrower's expense, execute and deliver to the Calculation Agent such documents as the Calculation Agent may reasonably request to evidence the release of such item of Collateral pursuant to and Pledged Equity from the assignment and security interest granted under this SECTION 8.16Agreement or the other Transaction Documents in accordance with the terms of the Transaction Documents and this Section 7.10. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral 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 its reasonable opinion, would, under Applicable Law, expose value or collectability of the Collateral for the legality, enforceability, effectiveness or sufficiency of this Agreement or the other Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent's Lien thereon, or any certificate prepared by the Borrower or the Applicable Servicer in connection therewith, nor shall the Administrative Agent be responsible or liable to liability the Lenders for any failure to monitor or create maintain any obligation portion of the Collateral or entail the Lien thereon. (c) It is understood and agreed that the Administrative Agent (i) shall have no responsibility with respect to the determination of whether any adverse consequence other than the release of such Liens without recourse Pledged Equity is certificated or warranty, uncertificated and (ii) such release the Administrative Agent shall not in any manner discharge, affect or impair only be responsible for holding Pledged Equity to the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralextent actually received.

Collateral Matters. (a) The Lenders hereby Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirement. (b) The Secured Parties irrevocably authorize the Collateral Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (ia) upon the termination of all the Commitments Commitments, termination of all Letters of Credit, and the payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)outstanding Advances, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have Obligations and all other Obligations payable under this Agreement and under any other Credit Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Loan Document; (c) constituting property in which any Borrower or any Subsidiary of a Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (d) constituting property leased to any Borrower or any Subsidiary of a Borrower under a lease which has expired or has been reduced to zero (or collateralized terminated in a manner satisfactory transaction permitted under this Agreement or is about to the applicable Issuing Bank)expire and which has not been, and is not intended by such Borrower or such Subsidiary to be, renewed or extended; and (ii) constituting property being sold, transferred or disposed release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of in a Permitted Disposition upon receipt by transaction permitted under Section 6.04(a). Upon the request of the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 9.08. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction this Agreement in full of all Obligations (other than contingent indemnity obligations accordance with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Section 12.10.; or (ii) constituting property being sold, transferred as required or disposed of in a Permitted Disposition upon receipt permitted by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersSection 5.2. Upon request by any the Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section or any other applicable provision of any of the other Loan Documents. (bc) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least two five (25) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by all of the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, ; and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any Loan Party in respect of) all interests retained by the Borrower or any Loan PartySubsidiary, including (without limitation) the proceeds of any 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 the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section or in any of the 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 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 willful misconduct.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Each Lender authorizes and directs Agent to release enter into the Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any Lien upon any Collateral (i) upon action taken by Requisite Lenders in accordance with the termination provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the Commitments powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and payment and satisfaction in full binding upon all Lenders. Agent is hereby authorized on behalf of all Obligations (other than contingent indemnity obligations Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to then unasserted claims), all Letters of Credit shall have expired any Collateral or terminated (or been collateralized Loan Documents which may be necessary to perfect and maintain perfected the security interest in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition liens upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral granted pursuant to this SECTION 8.16Agreement and the Loan Documents. (b) Upon Agent will not, without the verbal consent of all Lenders, which consent shall (a) be confirmed promptly thereafter in writing and (b) not be unreasonably withheld or delayed, execute any release of Agent’s security interest in any Collateral except for releases relating to dispositions of Collateral (x) permitted by this Agreement or any other Loan Document or (y) in connection with the payment in full of all of the Obligations by Borrowers and the termination of all obligations of Agent and Lenders under this Agreement and the Loan Documents; provided, that without the consent of any Lenders, Agent may release its liens on Collateral having a book value not greater than ten percent (10%) of the total book value of all Collateral in any fiscal year. Agent shall not be required to execute any such release on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty. In the event of any sale or transfer of any of the Collateral, Agent shall be authorized to deduct all of the out-of-pocket expenses reasonably incurred by Agent from the proceeds of any such sale or transfer. (c) Lenders hereby agree that the lien granted to Agent in any property sold or disposed of in accordance with the provisions of the Agreement shall be automatically released; provided, however that Agent’s lien shall attach to and continue for the benefit of Agent and Lenders in the proceeds and products of such property arising from any such sale or disposition. (d) To the extent, pursuant to the provisions of this Section 13.10, Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least two five (25) Business Days’ prior written request by the Lead BorrowerBorrowers of any sale or transfer permitted under this Agreement or any other Loan Document, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral that was sold or transferred. (e) Agent shall not be required have any obligation whatsoever to execute Lenders or to any such document on terms whichother Person to assure that the Collateral exists or is owned by Borrowers or any other Obligor or is cared for, protected or insured or that the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 13 or in any of the Loan 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 reasonable opinionsole discretion, would, under Applicable Law, expose given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to liability Lenders, except for its gross negligence or create willful misconduct. (f) In the event that any obligation Lender receives any Proceeds of any Collateral by setoff, exercise of any banker’s lien or entail any adverse consequence other than the release otherwise, in an amount in excess of such Liens without recourse or warrantyLender’s Pro Rata Share of such Proceeds, such Lender shall purchase for cash (and (iiother Lenders shall sell) interests in each of such release shall not in any manner discharge, affect or impair other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. No Lender shall exercise any Liens (other than those expressly being released) upon (right of set off or obligations banker’s lien without the prior written consent of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralAgent.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Each Lender authorizes the Collateral Administrative Agent to release any Lien upon on any Collateral granted to or held by the Administrative Agent, for the benefit of the Secured Parties, under this Agreement or any other Transaction Document (i) upon the termination of the Commitments and payment and satisfaction as provided in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Section 2.11 or (ii) constituting property being soldif approved, transferred authorized or disposed of ratified in a Permitted Disposition upon receipt writing in accordance with Section 11.01. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon its interest in particular types or items of property. In each case as specified in this Section 7.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Facility Servicer such documents as the Facility Servicer may reasonably request to evidence the release of such item of Collateral pursuant to from the assignment and security interest granted under this SECTION 8.16Agreement or the other Transaction Documents in accordance with the terms of the Transaction Documents and this Section 7.09. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral 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, value or collectability of the Collateral, for the legality, enforceability, effectiveness or sufficiency of the Transaction Documents, the existence, priority, creation, validity, enforceability or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower, the Facility Servicer or the Portfolio Asset Servicer in its reasonable opinionconnection therewith, would, under Applicable Law, expose nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral or the Lien thereon. (c) It is understood and agreed that the Administrative Agent (i) shall have no responsibility with respect to liability the determination of whether any Pledged Equity is certificated or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, uncertificated and (ii) the Administrative Agent shall only be responsible for holding Pledged Equity to the extent actually received. (d) The Administrative Agent shall monitor any UCC financing statements filed by the Initial Lender in connection with this Agreement solely to the extent that the Initial Lender provides such release financial statements to the Administrative Agent. The Administrative Agent shall not in notify the Initial Lender when the time-period to file continuation statements for such financing statements has commenced and at least 60 days prior to the date such financing statements would terminate; provided that the Administrative Agent shall have no liability or obligation to file any manner dischargesuch continuation statements. The Administrative Agent shall have no other duty to see to, affect or impair be responsible for the Obligations correctness or accuracy of, any recording, filing or depositing of this Agreement or any Liens (other than those expressly being released) upon (agreement referred to herein, or obligations any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any Loan Party in respect of) all interests retained by such recording or filing or depositing or to any Loan Partyrerecording, including (without limitation) the proceeds refilling or re-depositing of any sale, all of which shall continue to constitute part of the Collateralthereof.

Collateral Matters. (a) The Lenders hereby Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Instruments. The Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirement. (b) The Secured Parties irrevocably authorize the Collateral Administrative Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (ia) upon the termination of all the Commitments Commitments, termination of all Letters of Credit, and the payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)outstanding Advances, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero Obligations and all other Obligations payable under this Agreement and under any other Loan Document; (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (iib) constituting property being sold, transferred sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or any other Loan Document; (c) constituting property in which any Borrower or any Subsidiary of a Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (d) constituting property leased to any Borrower or any Subsidiary of a Borrower under a lease which has expired or has been terminated in a Permitted Disposition upon receipt transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Borrower or such Subsidiary to be, renewed or extended. Upon the request of the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Secured Parties will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 9.07. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion to release any security interest in, mortgage or Lien upon upon, any of the Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters and delivery of Credit shall have expired or terminated (or been collateralized in a manner satisfactory cash collateral to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)extent required under Section 14.12 below, or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt by if the Administrative Borrower or any Loan Party certifies to the Administrative Agent that the sale or disposition is made in compliance with Section 10.5 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or Lien was granted or at any time thereafter, or (iv) if required or permitted under the terms of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without other Loan Documents, or (v) subject to Section 14.2, if approved, authorized or ratified in writing by the prior written authorization of the Applicable Required Lenders. Upon request by any the Administrative Agent or any Loan Party at any time, the Lenders will promptly confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 12.10. In no event shall the consent or approval of any Issuing Bank or any Bank Product provided (in its capacity as such) to any release of Collateral be required. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral The Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the security interest, mortgage or Liens granted to the Administrative Agent upon any Collateral described in SECTION 8.16(a)to the extent set forth above; provided, however, provided that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such security interest, mortgage or Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) security interest, mortgage or Lien upon (or obligations of any Loan Party in respect of) all interests the Collateral retained by such Loan Party. (c) The Administrative Agent shall have no obligation whatsoever to any Lender, any Issuing Bank or any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Loan PartyParty or is cared for, including (without limitation) protected or insured or has been encumbered, or that any particular items of Collateral meet the proceeds eligibility criteria applicable in respect of the Loans or Letters of Credit hereunder, or whether any saleparticular reserves are appropriate, or that the Liens and security interests granted to the Administrative Agent pursuant hereto or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Administrative Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Administrative Agent may act in any manner it may deem appropriate, in its discretion, given the Administrative Agent’s own interest in the Collateral as a Lender and that the Administrative Agent shall have no duty or liability whatsoever to any other Lender or any other Issuing Bank. (d) Each Lender represents to the Administrative Agent and each other Lender that it in good faith is not, directly or indirectly (by negative pledge or otherwise), relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by or on behalf of Borrowers of all Obligations (Obligations; and upon such termination and payment Agent shall deliver to Borrowers, at Borrowers' sole cost and expense, all UCC termination statements and any other than contingent indemnity obligations documents necessary to terminate the Loan Documents and release the Liens with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Collateral; (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if each Borrower certifies to Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which a Borrower does not own an interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to a Borrower under a lease that has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not release any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or any material portion of the Collateral, of all Lenders or (z) otherwise, of the Required Lenders. Upon request by any Agent or any Loan Party Borrowers at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 18.11; provided, however, that (i) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent's opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) ), upon (or obligations of any Loan Party Borrowers in respect of) all interests retained by any Loan PartyBorrowers, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall not have any obligation whatsoever to any Lender to assure that the Collateral exists or is owned by a Borrower, is cared for, protected, or insured or has been encumbered, or that the Liens of Agent (for the benefit of Lender Group) have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, absent Agent's gross negligence or willful misconduct, in its sole discretion given the Agent's own interest in the Collateral in their capacity as Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Required Lenders in accordance with the provisions of this Agreement or the 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 Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, (a) to release any Lien upon granted to or held by Collateral Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (Loans and all other than contingent indemnity obligations with respect to then unasserted claims), of Borrower hereunder and the expiration or termination of all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Credit; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder (including the release of any Guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(b)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16Section 14.11. Each Lender hereby authorizes Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the The Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) will use commercially reasonable efforts to provide Lenders with thirty (30) days’ notice of the Collateral Agent shall not be required intent to execute any such document on terms whichtake real property collateral, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent but will have no liability for failure to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, do so and (ii) such release shall not in any manner discharge, affect if deemed necessary by the Collateral Agent due to the financial or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part condition of the CollateralBorrower, the notice period set forth in (i) herein may be shorter.

Collateral Matters. (a) The Agent shall also act as the “collateral agent” under the Credit Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Credit Documents or supplements to existing Credit Documents on behalf of the Lenders). Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. The rights, remedies, powers and privileges conferred upon the Agent hereunder and under the other Credit Documents may be exercised by the Agent without the necessity of the joinder of any other parties unless otherwise required by Applicable Law. (b) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon the termination occurrence of all of the Commitments Credit and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Collateral Termination Events, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of pursuant to a transaction permitted under Section 8.3 (including without limitation, the disposal of the Brownsville Property) if the applicable Credit Party certifies to the Agent that the sale or disposition is made in a Permitted Disposition upon receipt compliance with Section 8.3 (and the Agent may rely conclusively on any such certificate, without further inquiry), or (iii) if approved, authorized or ratified in writing by the Administrative Agent Required Lenders, unless such release is required to be approved by all of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersLenders hereunder. Upon request by any the Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 12.9(b). (bc) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least two five (25) Business Days’ prior written request by the Lead Borrowerapplicable Credit Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its the Agent’s reasonable opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of such Credit Party or any Loan Party of its Restricted Subsidiaries in respect of) all interests retained by any Loan Partysuch Credit Party or Restricted Subsidiary, including (without limitation) the proceeds of any 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 the Lenders or to any other Person to assure that (and shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding that) the Collateral exists or is owned by the Credit Parties or is cared for, protected or insured or that the liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, maintained 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, maintenance, monitor, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 12.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its reasonable 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 the Lenders, except for its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (e) The Agent shall promptly, upon receipt thereof, forward to each Lender copies of the results of any field examinations by the Agent with respect to any Credit Party and any appraisals obtained by the Agent with respect to any of the Collateral. The Agent shall have no liability to any Lender for any errors in or omissions from any field examination or other examination of any Credit Party or the Collateral, or in any such appraisal, unless such error or omission was the direct result of the Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (f) The Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to subordinate any Lien on any Collateral granted to or held by the Agent under any Credit Document to the holder of any Permitted Lien. (g) Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release the Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 12.9. In each case as specified in this Section 12.9, the Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty Agreement, in each case in accordance with the terms of the Credit Documents and this Section 12.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an asset disposition permitted pursuant to Section 8.3 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. (h) It is the purpose of this Credit Agreement that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business as an agent in any jurisdiction. The Agent may appoint an additional Person or Persons as a separate sub-agent, attorney-in-fact, collateral agent or co-collateral agent and if the Agent shall appoint an additional Person as a separate collateral agent, co-collateral agent, sub-agent or attorney-in-fact, each and every remedy, power, right, claim, demand or cause of action intended by this Credit Agreement and any of the Credit Documents and every remedy, power, right, claim, demand or cause of action intended by this Credit Agreement and any of the Credit Documents to be exercised by or vested in or conveyed to the Agent with respect thereto shall be exercisable by and vested in such separate collateral agent, co-collateral agent, sub-agent or attorney-in-fact. Should any instrument from the Lenders be required by the separate collateral agent, co-collateral agent, sub-agent or attorney-in-fact so appointed by the Agent in order more fully and certainly to vest in and confirm to him or it such rights, powers, duties and obligations, any and all of such instruments shall, on request, be executed, acknowledged and delivered by the Lenders whether or not a Default or Event of Default then exists.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Administrative Agent and the Canadian Agent, as applicable, to release any Lien upon any Collateral Collateral: (i) upon the termination of the Domestic Commitments and the Canadian Commitments, as applicable, and payment and satisfaction in full by the Domestic Borrowers of all Obligations and the Canadian Borrower of all Canadian Liabilities, as applicable and, if the Obligations have been accelerated and Liquidation has commenced, the Other Liabilities then due and payable (in any event other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing BankBanks) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing BankBanks), or ; (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent or the Canadian Agent, as applicable, of the Net Proceeds thereof to the extent required by this Agreement; or (iii) upon request of the Lead Borrower, constituting Real Estate being transferred from a Domestic Loan Party to another Domestic Loan Party but only to the extent that after such transfer, no Event of Default exists. Except as provided above, the Collateral Administrative Agent or the Canadian Agent, as applicable, will not release any of the Collateral Agent’s or Canadian Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s or the Canadian Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.168.18. (b) The Lenders hereby authorize the Administrative Agent and the Canadian Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document or Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Indebtedness permitted hereunder. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to enter into such agreements, amendments or supplements. (c) Upon at least two (2) Business Days’ prior written request by the Lead Borrower or the Canadian Borrower, as applicable, the Collateral Administrative Agent or the Canadian Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a8.18(a); provided, however, that (i) neither the Collateral Administrative Agent nor the Canadian Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Administrative Agent or the Canadian Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Obligations, the Other Liabilities, the Canadian Liabilities, or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized or backstopped in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized or backstopped in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.168.17. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a8.17(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Each Lender and each Issuing Bank hereby authorize the Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders and the Issuing Banks hereby irrevocably authorize the Collateral Administrative Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all of the Obligations (other than contingent indemnity indemnification obligations with respect to then unasserted claimsfor which no claim has been made or asserted), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or ; (ii) constituting property being soldas permitted by, transferred or disposed of but only in a Permitted Disposition upon receipt by accordance with, the Administrative Agent terms of the Net Proceeds thereof to the extent required applicable Loan Document; or (iii) if approved, authorized or ratified in writing by this Agreement. Except all Lenders as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersunder Section 12.6.(b)(xi). Upon request by any the Agent or any Loan Party at any time, the Lenders and the Issuing Banks will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section. (bc) Upon any sale and transfer of Collateral which is permitted pursuant to the terms of this Agreement, and upon at least two seven (27) Business Days’ prior written request by the Lead BorrowerBorrower (or within such fewer number of Business Days as the Administrative Agent may agree), the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for its benefit and the benefit of the Lender Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by any Borrower or any other Loan Party, including (without limitation) the proceeds of any salesuch sale or transfer, 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 the Lenders, the Issuing Banks or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent pursuant to any of the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan 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, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders or the Issuing Banks, except to the extent resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. (e) In the event that the Loan Parties ▇▇▇▇▇ ▇ ▇▇▇▇ in any real property, the Administrative Agent will endeavor to give at least thirty (30) days’ written notice to the Lenders before taking a Lien in such real property as security for any repayment of the Obligations. Upon the earlier of (i) the expiration of such 30-day period or (b) receipt of confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction, the Administrative Agent may accept such Lien on such real property.

Collateral Matters. (a) The Each Lender authorizes and directs Agent to enter into the Loan Documents for the Lender Liens and agrees that any action taken by Agent concerning any Collateral (with the consent or at the request of Determining Lenders) in accordance with any Loan Document, that Agent's exercise (with the consent or at the request of Determining Lenders) of powers concerning the Collateral in any Loan Document, and that all other reasonably incidental powers are authorized and binding upon all Lenders. (b) Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, from time to time before a Default or Potential Default, to take any action with respect to any Collateral or Loan Documents related to Collateral that may be necessary to perfect and maintain perfected the Lender Liens upon the Collateral. (c) Except to use the same standard of care that it ordinarily uses for collateral for its sole benefit, Agent has no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Company or is cared for, protected, or insured or has been encumbered or that the Lender Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority. (d) Agent shall exercise the same care and prudent judgment with respect to the Collateral and the Loan Documents as it normally and customarily exercises in respect of similar collateral and security documents. (e) Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lender Lien upon any Collateral (i) upon the termination full payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligation, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of as permitted under any Loan Document, (iii) constituting property in which no Company owned any interest at the time the Lender Lien was granted or at any time after that, (iv) constituting property leased to any Company under a lease that has expired or been terminated in a Permitted Disposition upon receipt transaction permitted under the Loan Documents or is about to expire and that has not been, and is not intended by that Company to be, renewed, (v) consisting of an instrument evidencing Debt pledged to Agent (for the Administrative Agent benefit of Lenders), if the Net Proceeds thereof to the extent required underlying Debt has been paid in full, or (vi) if approved, authorized, or ratified in writing by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will shall confirm in writing the Collateral Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to under this SECTION 8.16clause (e). (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Administrative Agent or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than contingent indemnity obligations with at any time arising under or in respect to then unasserted claims)of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in a Permitted Disposition upon receipt compliance with subsection 8.6, (iii) if approved, authorized or ratified in writing by the Administrative Agent of Required Lenders (or the Net Proceeds thereof Required Collateral Release Lenders, to the extent required by this Agreement. Except Section 11.1) or (iv) as otherwise may be expressly provided above, in the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersrelevant Security Documents. Upon request by any the Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the (c) The Administrative Agent shall have no obligation whatsoever to the Lenders to assure that the Collateral Agent’s authority exists or is owned by Holding or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to release the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any Liens upon particular types priority, or items to exercise or to continue exercising at all or in any manner or under any duty of Collateral pursuant care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by subsection 10.9 or in any of the Lead BorrowerSecurity Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon act in any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given the Administrative Agent’s own interest in the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part as one of the CollateralLenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien upon any Collateral release, and, to the extent required under the Supplemental Indenture, to surrender to Indenture Trustee, the First Mortgage Bond (i) upon the termination of the Term Loan Commitments and payment and satisfaction in full of all Obligations under the Loan Documents (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bankindemnification obligations) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being soldif approved, transferred authorized or disposed ratified in writing in accordance with Section 10.1. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the First Mortgage Bonds, the existence, priority or perfection of the Indenture Trustee’s Lien pursuant to the Indenture, or any certificate prepared by the Borrower in a Permitted Disposition upon receipt by 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 Net Proceeds thereof First Mortgage Bonds. Notwithstanding the foregoing, Administrative Agent hereby agrees that it shall submit to the extent required by this Agreement. Except as provided aboveBorrower and the Indenture Trustee, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least within two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release days of the Liens upon any Collateral described occurrence, a demand stating that the Term Loan has been prepaid in SECTION 8.16(aaccordance with the terms of Section 2.8 hereof, or has been accelerated in accordance with Section 8 hereof (a “Redemption Demand”); provided, however, that . Each Redemption Demand shall also state (i) the Collateral Agent shall not date on which the Term Loan was prepaid or accelerated, (ii) the principal amount of the Term Loan so prepaid or accelerated on such date, (iii) the principal amount of the First Mortgage Bonds that are deemed to have been redeemed or are to be required to execute any redeemed on such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release date by reason of such Liens without recourse prepayment or warrantyacceleration, and (iiiv) such release shall not in any manner dischargethe case of acceleration, affect or impair the Obligations or any Liens amount payable with respect to the First Mortgage Bonds (other than those expressly being releaseddetermined in accordance with this Agreement and the Supplemental Indenture) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) and setting forth the proceeds of any sale, all of which shall continue to constitute part amounts of the Collateralrespective portions thereof representing principal of and interest on the First Mortgage Bonds. If Administrative Agent rescinds such Redemption Demand, Administrative Agent shall immediately provide written notice to Borrower and Indenture Trustee (a “Recission Notice”). Each Rescission Notice also shall state the date on which the acceleration of the Term Loan was rescinded or annulled in accordance with this Agreement or otherwise.

Collateral Matters. (a) Upon any sale or disposition of any property permitted under Section 6.4 of this Agreement and receipt of a certification from the Administrative Borrower that such sale or disposition is so permitted, Agent shall, at the request and expense of the Borrowers, execute all documents as are reasonably necessary to release the Agent’s Liens on such property and return to the Borrowers such property to the extent it is in Agent’s possession. Upon any sale or disposition of all of the outstanding Stock of any Subsidiary permitted under Section 6.4 of this Agreement and receipt of a certification from the Administrative Borrower that such sale or disposition is so permitted, Agent shall, at the request and expense of the Administrative Borrower, execute all documents as are reasonably necessary to release such Subsidiary from its obligations under the Loan Documents and to release the Agent’s Liens in all property of such Subsidiary. (b) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion (subject to its obligations under Section 15.12(a) above), (i) to release any Lien upon on any Collateral Collateral (iA) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations Obligations, (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (iiB) constituting property being sold, transferred sold or disposed of if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry), (C) constituting property in which no Borrower or its Subsidiaries owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (D) constituting property leased to a Borrower or its Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent transaction permitted under this Agreement; and (ii) to release any Subsidiary of any Borrower (all of the Net Proceeds thereof Stock of which is being sold or disposed of) from its obligations under the Loan Documents, and to release any Liens on the extent required by property of such Subsidiary, if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this AgreementAgreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry). Except as provided above, the Collateral Agent will not execute and deliver a release of any Lien on any Collateral or release any Borrower or any Subsidiary of any Borrower from its obligations under the Collateral Agent’s Liens Loan Documents, without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral or any Borrower or any of its Subsidiaries, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types Collateral, or items of Collateral any such Subsidiary, pursuant to this SECTION 8.16. Section 15.12. Notwithstanding anything to the contrary provided in any clause of this Section 15.12, (b1) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any document necessary to evidence any such document release on terms whichthat, in its Agent’s reasonable opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien or Subsidiary without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations (other than as against any Subsidiary expressly being released) or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrowers in respect of) all interests retained by any Loan PartyBorrowers, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of the Term LoanLoans and all other Obligations (other than contingent indemnity obligations Contingent Indemnity Obligations) in accordance with respect to then unasserted claims), all Letters of Credit shall have expired the terms hereof; or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a the ordinary course of any Loan Party’s business or otherwise in compliance with the terms of this Agreement and the other Loan Documents (including, without limitation, pursuant to any Permitted Disposition upon receipt Disposition); or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersLenders in accordance with ‎Section 12.02. Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16‎Section 10.08(a). (b) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in ‎Section 10.08(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under ‎Section 10.08(a). Upon at least two (2) Business Days’ receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by the Lead Borrowerany Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Agents and the Lenders upon any Collateral described in SECTION 8.16(a)such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, including the Loan Parties, each Agent and each Lender hereby agree that (without limitationi) no Lender shall have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the proceeds Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 363 of the Bankruptcy Code), to use and apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. (d) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected or insured or has been encumbered or that the Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Collateral Agent in this ‎Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Each Lender authorizes and directs Agent to release enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any Lien upon any Collateral action taken by Agent (iwhether in accordance with the instructions of Requisite Lenders or otherwise) upon in accordance with the termination provisions of this Agreement or the other Loan Documents, and the exercise by the Agent of the Commitments powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and payment and satisfaction in full binding upon all Lenders. Agent is hereby authorized (but not obligated) on behalf of all Obligations (other than contingent indemnity obligations Lenders, without the necessity of any notice to or further consent from any Lender, to take any action with respect to then unasserted claims)any Collateral or other Loan Documents which may be necessary or advisable, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory Agent’s sole and absolute discretion, to perfect and maintain perfected the applicable Issuing Bank) security interest in and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition liens upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral granted pursuant to this SECTION 8.16Agreement and the other Loan Documents. (b) Upon at least two Agent will not, without the verbal consent of all Lenders, which consent shall (i) be confirmed promptly thereafter in writing and (ii) not be unreasonably withheld or delayed, execute any release of Agent's security interest in any Collateral except for releases relating to dispositions of Collateral (x) permitted by this Agreement and (y) in connection with the repayment in full of all of the Liabilities by Borrower and the termination of all obligations of Agent and Lenders under this Agreement and the other Loan Documents; provided, that with the consent of (1) Supermajority Lenders, Agent may release its liens on less than all or substantially all of the Collateral and (2) Business DaysRequisite Lenders, Agent may release its liens on Collateral having a book value not greater than ten percent (10%) of the total book value of all Collateral, as determined by Agent (in its sole and absolute discretion), either in a single transaction or series of related transactions, not to exceed twenty percent (20%) of the book value of all Collateral in any Fiscal Year. Agent shall not be required to execute any such release on terms which, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty. In the event of any sale or transfer of any of the Collateral, Agent shall be authorized to deduct all of the expenses reasonably incurred by Agent from the proceeds of any such sale or transfer. (c) Lenders hereby agree that the lien granted to Agent in any property sold or disposed of in accordance with the provisions of the Agreement shall be automatically released; provided, however that Agent’s lien shall attach to and continue for the benefit of Agent and Lenders in the proceeds and products of such property arising from any such sale or disposition. (d) To the extent, pursuant to the provisions of this Section, Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least five (5) business days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral that was sold or transferred. (e) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, Agent shall not have any obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section, elsewhere in this Agreement or in any of the other Loan 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 and that Agent shall have no duty or liability whatsoever to Lenders, except for its gross negligence or willful misconduct. (f) In the event that any Lender receives any Proceeds of any Collateral by setoff, exercise of any banker’s lien or otherwise, in an amount in excess of such Lender’s Pro Rata Share of such Proceeds, such Lender shall turn the same over to Agent, in kind, and with such endorsements as may be required to execute any such document on terms whichnegotiate the same to Agent or, in its reasonable opinionimmediately available funds, wouldas applicable, under Applicable Law, expose for the Collateral Agent account of all Lenders and for application to liability the Liabilities in accordance with the terms of this Agreement. No Lender shall exercise any right of set off or create any obligation or entail any adverse consequence other than banker’s lien without the release prior written consent of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralAgent.

Collateral Matters. (a) The Administrative Agent is hereby authorized by each Lender, without the necessity of any notice to or further consent from any Lender, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Loans and all Letter of other Obligations payable under this Agreement and under the other Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Documents; (ii) constituting property being of the Loan Parties which is sold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Credit Documents; (iii) constituting property leased to the Loan Parties under an operating lease which has expired or been terminated in a Permitted Disposition upon receipt transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Administrative Agent Loan Parties 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 Net Proceeds thereof to the extent Lenders required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersSection 8.04. Upon request by any Agent or any Loan Party at any timethe Administrative Agent, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 7.07. (bc) Upon at least two (2) Business Days’ prior In addition, so long as no Event of Default has occurred and is continuing, upon written request by therefore from the Lead BorrowerBorrower (together with documentation evidencing the need therefore (in form and substance reasonably acceptable the Administrative Agent)) the Administrative Agent, the Collateral Agent shall at its option and in its discretion, may pay (and is hereby irrevocably authorized by execute and deliver such documents, instruments and agreements as the Lenders to) execute such documents as Administrative Agent may be deem necessary to evidence pay) to the release Borrower any insurance or condemnation proceeds to the extent such proceeds were received in respect of any event resulting in damage, destruction or condemnation of any individual item of property leased by a Loan Party in an amount equal to the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that lesser of (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release amount of such Liens without recourse insurance or warrantycondemnation proceeds received in respect of such damage, destruction or condemnation of such individual item of property and (ii) the amount of such release shall not in any manner discharge, affect insurance or impair condemnation proceeds required to be paid over to the Obligations or any Liens Person (other than those expressly being releaseda Loan Party) upon (or obligations that leased such item of any property to the applicable Loan Party in respect ofof such damage, destruction or condemnation of such individual item of property. The Lenders irrevocably authorize the Administrative Agent to do the foregoing so long as the Administrative Agent has not received or issued a written notice of an Event of Default. (d) Unless all the Lenders otherwise consent in writing, any and all cash collateral for the Obligations shall be released to the Borrower, to the extent not applied to the Obligations, only if (i) the Revolving Loan Commitments have been terminated (ii) all interests retained by any Loan PartyObligations have been paid in full and are no longer outstanding, including (including, without limitation) the proceeds of , any sale, all of which shall continue to constitute part of the CollateralL/C Obligations or any other contingent obligations.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release or terminate any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release or termination is required or desirable in connection therewith and if Administrative Borrower certifies to Collateral Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower Party or any of its Subsidiaries owned any interest at the time the Collateral Agent’s Lien was granted or at any time thereafter, or (iv) constituting property leased to a Borrower Party or any of its Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release or termination of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release or termination is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Collateral Agent or any Loan Party Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release or terminate any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 16.12; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release or termination on terms whichthat, in its reasonable Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release or termination of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release or termination shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being releasedreleased or terminated) upon (or obligations of any Loan Party Borrower Parties in respect of) all interests retained by any Loan PartyBorrower Parties, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) No Agent shall have any obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower Parties or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to any Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, each Agent may act in any manner it may deem appropriate, in its sole discretion given such Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agents shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the 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) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory known to the applicable Issuing Bank) Administrative Agent and all Letter of Credit Outstandings have been reduced to zero (payable under this Agreement or collateralized in a manner satisfactory to the applicable Issuing Bank), or any other Loan Document; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which Holdings or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to Holdings or any Subsidiary in a Permitted Disposition upon receipt transaction permitted under this Agreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; (vi) if approved, authorized or ratified in writing by the Majority Lenders or all the Lenders, as the case may be, as provided in Section 11.01. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 10.09(b), provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent’s rights under this Section 10.09. (bc) Upon at least two Each Lender agrees with and in favor of each other (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent which agreement shall not be required for the benefit of Holdings or any Subsidiary) that the Obligations to execute any such document on terms which, in its reasonable opinion, would, Lender under Applicable Law, expose this Agreement and the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release Loan Documents shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained be secured by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralreal property collateral now or hereafter acquired by such Lender.

Collateral Matters. (a) The Each Lender authorizes and directs Agent to enter into the Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Majority Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the 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. Agent is hereby authorized on behalf of all of Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Loan Documents. (b) Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party Obligations at any time, time arising under or in respect of this Agreement or the Lenders will confirm in writing Loan Documents or the Collateral Agent’s authority to release any Liens upon particular types transactions contemplated hereby or items of Collateral pursuant to this SECTION 8.16thereby. (bc) Upon any sale and transfer of Collateral which is permitted pursuant to the terms of this Agreement, including the terms of Section 2.12., and upon at least two five (25) Business Days’ ' prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to -------- ------- execute any such document on terms which, in its reasonable Agent's opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower or any Loan Party Subsidiary in respect of) all interests retained by Borrower or any Loan PartySubsidiary, including (without limitation) the proceeds of any 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 of the expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Except as expressly provided for herein, including without limitation, in the ninth sentence of Section 9.1., or in any of the other Loan Documents, Agent shall have no obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any Subsidiary or is cared for, protected or insured or that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section or in any of the Loan 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, except for its gross negligence or willful misconduct.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the 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) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory known to the applicable Issuing Bank) Administrative Agent and all Letter of Credit Outstandings have been reduced to zero (payable under this Agreement or collateralized in a manner satisfactory to the applicable Issuing Bank), or any other Loan Document; (ii) constituting property being soldin which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iii) consisting of an instrument evidencing Indebtedness or other debt instrument, transferred if the indebtedness evidenced thereby has been paid in full; or disposed of (iv) if approved, authorized or ratified in a Permitted Disposition upon receipt writing by the Majority Lenders or all the Lenders, as the case may be, as provided in SUBSECTION 11.01(f). Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release any Liens upon 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 Administrative Agent's rights under this SECTION 8.1610.11. (bc) Upon at least two the occurrence and continuance of an Event of Default, Lenders agree to promptly confer in order that Majority Lenders or Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of Lenders; and Administrative Agent shall be entitled to refrain from taking any action (2without incurring any liability to any Person for so refraining) Business Days’ prior written request unless and until Administrative Agent shall have received instructions from Majority Lenders. All rights of action under the Loan Documents and all rights to the Collateral, if any, hereunder may be enforced by Administrative Agent and any suit or proceeding instituted by Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without the Lead necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of Lenders subject to the expenses of Administrative Agent. In actions with respect to any property of Borrower, Administrative Agent is acting for the ratable benefit of each Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender. (d) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this SECTION 10.11 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, the Administrative Agent any 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 any Lender, other than to act without gross negligence or willful misconduct. (e) To the extent any Lender or any Affiliate of a Lender is a party to a Specified Swap Agreement in accordance with the requirements of the Loan Documents and is hereby irrevocably authorized by accepts the Lenders to) execute such documents as may be necessary to evidence the release benefits of the Liens upon in the Collateral arising pursuant to the Collateral Documents, such Lender (for itself and on behalf of any Collateral described in SECTION 8.16(a); provided, however, that such Affiliates) shall be deemed (i) to appoint Bank of America, N.A., as its nominee and agent, to act for and on behalf of such Lender or Affiliate thereof in connection with the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, Documents and (ii) such release shall not in any manner discharge, affect or impair to be bound by the Obligations or any Liens (other than those expressly being released) upon (or obligations terms of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.this ARTICLE X.

Collateral Matters. (a) The Lenders hereby Agent is authorized on behalf of all the Banks, without the necessity of any notice to or further consent from the Banks (but subject to the Intercreditor Agreement), from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain a perfected security interest in and Liens upon the Collateral granted pursuant to the Loan Documents. (b) The Banks irrevocably authorize the Collateral Agent Agent, at its option and in its discretion (but subject to the Intercreditor Agreement), to release any Lien granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments Revolving Credit Maximum Amount and payment and satisfaction in full of all Obligations (Indebtedness payable under this Agreement and under any other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Loan Document; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition not otherwise prohibited hereunder; (iii) constituting property in which Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or (iv) if approved, authorized or ratified in writing by the Administrative Majority Banks or all the Banks, as the case may be, as provided in Section 13.11. The Banks consent to the dissolution of Credit Acceptance Corporation Life Insurance Company ("CAC Life") which was dissolved and liquidated into CAC Reinsurance Ltd., such consent being retroactive to the date of such dissolution (the "CAC Life Restructuring"). The Banks further irrevocably authorize the Agent, at its option and in its discretion, to release any Liens granted to or held by the Agent (x) pursuant to any debentures executed and delivered by Credit Acceptance Corporation UK Limited or CAC UK Funding Ltd. and any lien, charge or other security documents executed and delivered by CAC of Canada Limited or Credit Acceptance Corporation Ireland Limited, and (y) over the assets of the Net Proceeds thereof to T&C Subsidiary and CAC Life and over the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any equity interests of the Collateral T&C Subsidiary and CAC Life, and the Banks further irrevocably authorize the Agent’s Liens without , at its option and in its discretion, to grant such other releases as may be necessary to effectuate the prior written authorization New Restructuring and the CAC Life Restructuring (including the release of the Applicable LendersT&C Subsidiary and CAC Life from their respective obligations under the Guaranty. Upon request by any the Agent or any Loan Party at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 12.16(b). (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. In relation to any Liens in the Collateral to secure the Obligations granted on the Security Trigger Date: (a) Each Lender Party (including, by accepting the benefits thereof, each Specified Derivatives Provider) hereby authorizes the Administrative Agent, without the necessity of any notice to or further consent from any Lender Party, from time to time prior to an Event of Default, to take any action (or direct the Collateral Agent to take such action) with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release (or to direct the Collateral Agent to release release) any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Commitments and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting property being soldupon the Security Release Date or as otherwise expressly permitted by the terms of the applicable Loan Document; or (iii) if approved, transferred authorized or disposed ratified in writing by the Lenders required to so approve in accordance with the terms of in a Permitted Disposition upon receipt this Agreement. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon (or to direct the Collateral Agent to release) particular types or items of Collateral pursuant to this SECTION 8.16.Section. ​ (bc) Upon at least two Notwithstanding anything set forth herein (2) Business Days’ prior written request by the Lead Borrowerincluding Section 8.14(c)), the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such any release of the Collateral (or any portion thereof) shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) 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 any salesuch sale or transfer, all of which shall continue to constitute part of the Collateral to the extent provided in the Pledge Agreement. 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 the Lender Parties or to any other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent pursuant to any of the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section or in any of the Loan 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 but subject to the terms and conditions of the Loan Documents, and that the Administrative Agent shall have no duty or liability whatsoever to the Lender Parties, except to the extent resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. ​

Collateral Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion: (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination of the Aggregate Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claimsindemnification obligations), all Letters (ii) that is sold or to be sold as part of Credit shall have expired or terminated in connection with any sale permitted hereunder or under any other Loan Document, (iii) that is or been collateralized becomes Excluded Collateral as defined in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)Security Agreement, or (iiiv) constituting subject to Section 16.12, if approved, authorized or ratified in writing by the Majority Lenders; (b) to subordinate any Lien on any property being sold, transferred granted to or disposed of in a Permitted Disposition upon receipt held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is not prohibited by Section 9.3(viii); and (c) to take the actions with respect to the Collateral and the Guaranty as are set forth in the Security Documents and the Guaranty, respectively. The Lenders hereby agree that the Security Documents may be enforced only by the action of the Net Proceeds thereof to Administrative Agent, in each case, acting upon the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any instructions of the Collateral Agent’s Liens without Majority Lenders, and that no Lender shall have any right individually to seek to enforce or to enforce the prior written authorization Security Documents to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Applicable LendersLender upon the terms of this Credit Agreement and the Security Documents. Upon request by any the Administrative Agent or any Loan Party at any time, the Majority Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral pursuant to this SECTION 8.16property. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (i) Each Lender authorizes and directs Agent to enter into the Other Agreements for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Requisite Lenders in accordance with the provisions of this Agreement or the Other Agreements, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Other Agreements which may be necessary or prudent to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to this Agreement and the Other Agreements. (ii) Without the verbal consent of all Lenders, which consent shall (a) The Lenders hereby irrevocably authorize the Collateral be confirmed promptly thereafter in writing and (b) not be unreasonably withheld or delayed, Agent to will not execute any release any Lien upon of Agent's security interest in any Collateral except for releases relating to dispositions of Collateral (ix) upon permitted by this Agreement or (y) in connection with the termination of the Commitments and payment and satisfaction repayment in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to Liabilities by Borrowers and the extent required by termination of all obligations of Agent and Lenders under this Agreement. Except as provided above, Agreement and the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Other Agreements; provided, howeverthat with the consent of Requisite Lenders, that Agent may release its liens on Collateral having a book value not greater than ten percent (i10%) of the total book value of all Collateral, as determined by Agent, either in a single transaction or series of related transactions, not to exceed twenty percent (20%) of the book value of all Collateral in any Fiscal Year. Agent shall not be required to execute any such document release on terms which, in its reasonable Agent's opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair . In the Obligations or any Liens (other than those expressly being released) upon (or obligations event of any Loan Party in respect of) sale or transfer of any of the Collateral, Agent shall be authorized to deduct all interests retained of the expenses reasonably incurred by any Loan Party, including (without limitation) Agent from the proceeds of any salesuch sale or transfer. (iii) Lenders hereby agree that the lien granted to Agent in any property sold or disposed of in accordance with the provisions of the Agreement shall be automatically released; provided, however that Agent's lien shall attach to and continue for the benefit of Agent and Lenders in the proceeds and products of such property arising from any such sale or disposition. (iv) To the extent, pursuant to the provisions of this SUBSECTION 19(J), Agent's execution of a release is required to release (v) Agent shall not have any obligation whatsoever to Lenders or to any other Person to assure that the Collateral exists or is owned by a Borrower or any other Obligor or is cared for, protected or insured or that the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of which shall continue care, disclosure or fidelity any of the rights, authorities and powers granted or available to constitute part Agent in this SECTION 19 or in any of the Other 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 own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders, except for its gross negligence or willful misconduct. (vi) In the event that any Lender receives any Proceeds of any Collateral by setoff, recoupment, exercise of any banker's lien or otherwise, in an amount in excess of such Lender's Pro Rata Share of such Proceeds, such Lender shall purchase for cash (and other Lenders shall sell) interests in each of such other Lender's Pro Rata Share of the Liabilities as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. No Lender shall exercise any right of setoff, recoupment, banker's lien or other similar right without the prior written consent of Agent.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Except as otherwise expressly provided for in this Agreement, Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral Agent to release exists or is owned by any Lien upon Borrower or Obligor or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral (i) upon meet the termination eligibility criteria applicable in respect of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired Loans or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings Accommodations hereunder, or whether any particular Reserves are appropriate, or that the liens and security interests granted to any Lender herein or pursuant hereto or otherwise have been reduced properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)any particular priority, or (ii) constituting property being soldto exercise at all or in any particular manner or under any duty of care, transferred disclosure or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof fidelity, or to the extent required by this Agreement. Except as provided abovecontinue exercising, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization rights, authorities and powers granted or available to Agent in this Agreement or in any of the Applicable Lenders. Upon request by any Agent other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any Loan Party at act, omission or event related thereto, Agent may act in any timemanner it may deem appropriate, the Lenders will confirm in writing its discretion, given Agent's own interest in the Collateral Agent’s authority as a Lender and that Agent shall have no duty or liability whatsoever to release any Liens upon particular types other Lender, other than liability for its own gross negligence or items willful misconduct as determined by a final non-appealable judgment of Collateral pursuant to this SECTION 8.16a court of competent jurisdiction. (b) Upon at least two (2) Business Days’ prior written request by US Lender hereby appoints Canadian Lender as agent for purposes of perfecting the Lead Borrowersecurity interests, liens and hypothecs of US Lender in the Collateral Agent shall (constituting assets and is hereby irrevocably authorized properties of Canadian Borrower to secure all Obligations of Canadian Borrower to US Lender arising pursuant to the guarantee by the Lenders to) execute such documents as may be necessary to evidence the release Canadian Borrower of the Liens upon any Collateral described Obligations of US Borrowers or Guarantors to US Lender or otherwise. Canadian Lender hereby appoints US Lender as agent for purposes of perfecting the security interests and liens of Canadian Lender in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required collateral constituting assets and properties of US Borrowers and Guarantors to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose secure all Obligations of US Borrowers and Guarantors to Canadian Lender arising pursuant to the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release guarantee by US Borrowers and Guarantors of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.Canadian Borrower to

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, (i) to release any Lien upon on any Collateral property granted to or held under any Credit Document securing the Obligations (ix) upon the termination of the Commitments commitments under this Agreement and payment and satisfaction in full of all Obligations Obligations, (y) 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 than contingent indemnity obligations disposition permitted under the Credit Documents or consented to in accordance with respect to then unasserted claims), all Letters the terms of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)this Agreement, or (z) subject to Section 12.4, if approved, authorized or ratified in writing by the Required Lenders; and (ii) constituting to subordinate any Lien on any property being sold, transferred granted to or disposed held under any Credit Document securing the Obligations to the holder of in a Permitted Disposition upon receipt such Lien. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Required ▇▇▇▇▇▇▇ will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral pursuant to this SECTION 8.16property. (b) Upon at least two (2) Business Days’ prior written request by The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the Lead Borrowerexistence, value or collectability of the Collateral, the Collateral 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 shall (and is hereby irrevocably authorized by be responsible or liable to the Lenders to) execute such documents as may be necessary for any failure to evidence the release monitor or maintain any portion of the Liens upon Collateral. (c) Anything contained in any Collateral described in SECTION 8.16(a); providedof the Credit Documents to the contrary notwithstanding, howevereach of the Credit Parties, the Administrative Agent and each holder of the Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral Agent shall not or to enforce this Agreement, the Notes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder may be required to execute any such document exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms whichhereof and all powers, in its reasonable opinion, would, rights and remedies under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than Documents may be exercised solely by the release of such Liens without recourse or warrantyAdministrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser of any or all of such release shall not in Collateral at any manner dischargesuch sale or other disposition and the Administrative Agent, affect or impair as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any Liens (other than those expressly being released) upon (or obligations portion of the Collateral sold at any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any such public sale, all of which shall continue to constitute part use and apply any of the CollateralObligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other disposition.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to (i) release any Lien upon granted to or held by the Administrative Agent under any Collateral Security Document (iA) upon the termination of the Commitments Delayed Draw Commitment and payment and satisfaction in full of all Obligations or (B) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that the Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other than contingent indemnity obligations disposition of property being made in full compliance with respect to then unasserted claimsthe provisions of the Financing Documents), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred release or disposed of in a Permitted Disposition upon receipt subordinate any Lien granted to or held by the Administrative Agent under any Security Document constituting property described in Section 5.2(d) (it being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of the Net Proceeds thereof a Responsible Officer as to the extent required identification of any property described in Section 5.2(d)), and (iii) release any Guarantor from the Guaranty (and release any Lien granted to or held by Administrative Agent on the assets of such Guarantor and the equity interests in such Guarantor) at such time as such Guarantor ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon and/or subordinate particular types or items of Collateral pursuant to this SECTION 8.16Section 10.9. Each Lender acknowledges that it has received a copy of the Swap Intercreditor Agreement, authorizes the Administrative Agent to enter into the same, and agrees to be bound by its terms. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral The Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens security interest, mortgage or liens granted to Administrative Agent upon any Collateral described in SECTION 8.16(a)to the extent set forth above; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens security interest, mortgage or liens without recourse or warranty, warranty and (ii) other than in connection with the payment in full of all Obligations (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted) and termination of this Agreement, such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) security interest in, or mortgage or lien upon (or obligations of any Loan a Credit Party in respect of) all interests the Collateral retained by any Loan Credit Party. (c) The Administrative Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, including (without limitation) confirm or assure that the proceeds Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that any particular items of Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or that the liens and security interests granted to the Administrative Agent pursuant hereto or any saleof the Financing Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Administrative Agent in this Agreement or in any of the other Financing Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the other terms and conditions contained herein, the Administrative Agent shall have no duty or liability whatsoever to any Lender.

Collateral Matters. Each of the Lenders irrevocably authorizes the Administrative Agent, at its option and in its discretion, to take any of the following actions: (a) The Lenders hereby irrevocably authorize without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral Agent granted pursuant to any of the Loan Documents; (b) to release any Lien upon on any Collateral property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) as permitted by the terms of this Agreement, including with respect to then unasserted claims), all Letters any such release of Credit shall have expired a Lien on the Real Estate Assets of the Borrower or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)Subsidiary Guarantor, or (iiiii) constituting if approved, authorized or ratified in writing in accordance with Section 13.6; and (c) to subordinate any Lien on any property being sold, transferred granted to or disposed of in a Permitted Disposition upon receipt held by the Administrative Agent under any Loan Document to the holder of the Net Proceeds thereof any Lien on such property, to the extent required such holder is permitted by this AgreementSection 10.3 to have a more senior Lien. (d) The Administrative Agent may make, and shall be reimbursed by the Lenders to the extent not reimbursed by the Borrower for, protective advances during any one calendar year with respect to each Borrowing Base Property up to the sum of (i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Borrowing Base Property; (ii) amounts expended to pay insurance premiums for policies of insurance related to such Borrowing Base Property; and (iii) $1,000,000.00. Except as provided above, Protective advances in excess of said sum during any calendar year for any Borrowing Base Property shall require the Collateral Agent will not release any consent of the Collateral Agent’s Liens without the prior written authorization of the Applicable Requisite Lenders. The Borrower agrees to pay on demand all such protective advances. Upon request by any the Administrative Agent or any Loan Party at any time, the Requisite Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral property pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerSection 12.10. In each case as specified in this Section 12.10, the Collateral Administrative Agent shall (will, at the Borrower’s expense, execute and is hereby irrevocably authorized by deliver to the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release of such item of Collateral from the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) assignment and security interest granted under the Collateral Agent shall not be required Documents or to execute any subordinate its interest in such document on terms whichitem, in its reasonable opinion, would, under Applicable Law, expose each case in accordance with the terms of the Loan Documents and this Section 12.10. The provisions of this Section 12.10 are subject to the limitations on the authority to release or replace Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not set forth in any manner discharge, affect or impair the Obligations Section 5.2 or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralMortgage.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at the direction of the Required Lenders, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Loans and all Letter of Credit Outstandings have been reduced to zero (other Obligations in accordance with the terms hereof; or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt compliance with the terms of this Agreement and the other Loan Documents; or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.08(a). (b) Without in any manner limiting the Collateral Agent's authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 8.08(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 8.08(a). Upon at least two (2) Business Days’ receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by the Lead Borrowerany Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders upon any Collateral described in SECTION 8.16(a)such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent's opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (c) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, including (without limitation) protected or insured or has been encumbered or that the proceeds Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any saleof the rights, all of which shall continue authorities and powers granted or available to constitute part the Collateral Agent in this Section 8.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (Loans and all other than contingent indemnity outstanding obligations with respect to then unasserted claims), of Borrower hereunder and the expiration or termination or Cash Collateralization of all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Credit; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(b)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is Section 14.11. Each Lender hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral authorizes Administrative Agent to liability or create give blockage notices in connection with any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralSubordinated Debt.

Collateral Matters. (a) The Administrative Agent is a “representative” of the Lenders and the other Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents and the other Loan Documents and to take all action contemplated by such documents. Each Lender agrees that no Lender (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Collateral Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction as described in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Section 9.4; (ii) constituting property being soldas permitted by, transferred but only in accordance with, the terms of the applicable Loan Document or disposed Collateral Document; or (iii) if approved, authorized or ratified in writing by the Majority Lenders, unless such release is required to be approved by all of in a Permitted Disposition upon receipt the Lenders hereunder. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request Agreement or any other Loan Document, or consented to in writing by the Lead BorrowerMajority Lenders or all of the Lenders, as applicable, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) to execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its reasonable the Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower or any Loan Relevant Party in respect of) all interests retained by Borrower or any Loan Partyof its Affiliates, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. (b) In case of the pendency of any bankruptcy, insolvency, receivership or other similar proceeding or any other judicial proceeding relative to Borrower or any Relevant Party, the Administrative Agent (irrespective of whether the Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Administrative Agent and the other Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent hereunder) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and, in the case of each of clauses (a) and (b) of this paragraph, any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent (or if the Administrative Agent so directs, to the Paying Agent) and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent hereunder. (c) The Administrative Agent, on behalf of the Secured Parties, shall have the right to credit bid and purchase for the benefit of the Administrative Agent and the other Lenders all or any portion of the Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. Each Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of Administrative Agent and the Majority Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, UCC sales or other similar dispositions of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Security Termination; (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Administrative Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which Borrower does not own any interest at the time the security interest was granted or at any time thereafter; or (iv) constituting property leased to Borrower under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Administrative Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or a substantial portion of the Collateral, all of the Lenders, or (z) otherwise, the Majority Lenders. Upon request by any Administrative Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 17.11; provided, however, that (i1) the Collateral Administrative Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Administrative Agent’s opinion, would, under Applicable Law, would expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrower in respect of) all interests retained by any Loan PartyBorrower, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Administrative Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Administrative Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Agent under this Agreement and any Collateral other Financing Agreement (i) upon the termination of the Commitments and payment and satisfaction Liabilities being Paid in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Full; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder; or (iii) subject to Section 12.1, if approved, authorized or ratified in writing by the Administrative Agent all of the Net Proceeds thereof Lenders; or (b) to the extent required subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is expressly permitted by this Agreement. Except as provided above, Agreement at any time (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Collateral Agent will not release Indebtedness secured by any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted hereby). Upon request by any Agent or any Loan Party at any time, the Lenders will promptly confirm in writing the Collateral Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16. Section 12.10. Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Agent’s security interest in assets and Collateral which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (bother than Agent) Upon at least two (2) Business Days’ prior obtain possession or control of any such assets or Collateral, such Lender shall promptly notify Agent thereof in writing, and, promptly upon Agent’s written request by the Lead Borrowertherefore, the shall deliver such assets or Collateral to Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents or in accordance with Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions. Each Lender agrees that, except as may be necessary otherwise expressly provided herein, it will not have any right individually to evidence the release of the Liens enforce or seek to enforce this Agreement or any Financing Agreement or to realize upon any Collateral described for the Liabilities unless instructed in SECTION 8.16(a); providedwriting to do so by Agent, however, it being understood and agreed that (i) the Collateral Agent shall not such rights and remedies may be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained exercised only by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralAgent.

Collateral Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon granted to or held by Administrative Agent under any Collateral Document (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Term Loans and all Letter other outstanding obligations of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Borrower hereunder; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(c)(i) or (c)(ii) (it being understood that Administrative Agent of may conclusively rely on a certificate from Borrower in determining whether the Net Proceeds thereof to the extent required Debt secured by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch Lien is permitted by Section 11.1(b)). Upon request by any Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon release, or subordinate its interest in, particular types or items of Collateral pursuant to this SECTION 8.16Section 14.10. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby (including each Issuing Bank and the Swingline Lender) irrevocably authorize the Administrative Agent and the Collateral Agent Agent, at its option and in its discretion, (i) to release any Lien upon on any Collateral property granted to or held under any Credit Document securing the Obligations (ix) upon the termination of the Commitments commitments under this Agreement and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), indemnification obligations) and the expiration or termination of all Letters of Credit shall have expired or terminated (or been collateralized in a manner other than Letters of Credit as to which other arrangements satisfactory to the applicable Issuing Bank) Administrative Agent and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing BankBank shall have been made), (y) 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 under the Credit Documents or consented to in accordance with the terms of this Agreement, or (z) subject to Section 11.4, if approved, authorized or ratified in writing by the Required Lenders; (ii) constituting to subordinate any Lien on any property being sold, transferred granted to or disposed held under any Credit Document securing the Obligations to the holder of in any Lien on such property that is permitted by Section 8.2(m); and (iii) to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Permitted Disposition upon receipt Credit Party as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, or the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under this Agreement pursuant to this SECTION 8.16Section. (b) Upon at least two The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any 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. 111 (2c) Business Days’ prior written request by Anything contained in any of the Lead BorrowerCredit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release each holder of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, Obligations hereby agree that (i) no holder of the Obligations shall have any right individually to realize upon any of the Collateral Agent shall not or to enforce this Agreement, the Notes or any other Credit Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be required to execute any such document exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms whichhereof and all powers, in its reasonable opinion, would, rights and remedies under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than Documents may be exercised solely by the release of such Liens without recourse or warrantyCollateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser of any or all of such release shall not in Collateral at any manner dischargesuch sale or other disposition and the Collateral Agent, affect or impair as agent for and representative of the holders of the Obligations (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any Liens portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (other than those expressly being releasedd) upon No Secured Swap Agreement or Secured Treasury Management Agreement will create (or be deemed to create) in favor of any Qualifying Swap Provider or any Qualifying Treasury Management Bank, respectively that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of the Borrower or any Loan other Credit Party under the Credit Documents except as expressly provided herein or in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part other Credit Documents. By accepting the benefits of the Collateral., each such Qualifying Swap Provider and Qualifying Treasury Management Bank shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Credit Documents as a holder of the Obligations, subject to the limitations set forth in this clause (d). Furthermore, it is understood and agreed that the Qualifying Swap Providers and Qualifying Treasury Management Banks, in their capacity as such, shall not have any right to notice of any action or to consent to, direct or object to any action hereunder or under any of the other Credit Documents or otherwise in respect of the Collateral (including the release or impairment of any Collateral, or to any notice of or consent to any amendment, waiver or modification of the provisions hereof or of the other Credit Documents) other than in its capacity as a Lender and, in any case, only as expressly provided herein. Section 11 MISCELLANEOUS Section 11.1

Collateral Matters. (a) Each Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from any Secured Party, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted to such Administrative Agent pursuant to the Security Documents. Each Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable law. (b) The Lenders hereby Secured Parties irrevocably authorize the Collateral each Administrative Agent to release any Lien granted to or held by such Administrative Agent upon any Collateral Collateral: (i) upon the termination of the Commitments Commitments, termination or expiration of all Letters of Credit, and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Total Outstandings and all Letter of other Obligations payable under this Agreement and under any other Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Document; (ii) constituting property being sold, transferred Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or the other Credit Documents; (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 a lease which has expired or has been terminated in a Permitted Disposition upon receipt 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; or (v) if approved, authorized or ratified in writing by the applicable Majority Lenders or all the Lenders, as the case may be, as required by Section 9.2. Upon the request of an Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders Secured Parties will confirm in writing the Collateral such Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.9. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.