Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) . The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Document (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction Obligations being Paid in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Full; (ii) constituting property being sold or otherwise to be sold or disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale as part of or other in connection with any disposition thereof in compliance with Section 9.02, permitted hereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all b) to subordinate its interest in any Collateral to any holder of the Lenders hereunder, to the extent required a Lien on such Collateral which is permitted by Section 13.1211.2(d) (it being understood that the Administrative Agent may conclusively rely on a certificate from the Company in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b), (iv) as otherwise may be expressly provided in the relevant Security Documents). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.11 14.12. Each Lender hereby authorizes the Administrative Agent to give all notices and take all actions in connection with any Subordinated Debt or (v) constituting Equity Interests Investment Note Debt in its discretion or assets at the discretion and direction of any Subsidiary Required Lenders. Each Lender acknowledges and agrees that the Administrative Agent is authorized to execute and deliver the Subordination Agreement on behalf of such Lender and each Lender agrees to be bound by the terms, conditions and provisions of the U.S. Borrower (other than Subordination Agreement as if it had executed the Bermuda Borrower) upon Subordination Agreement. Each Lender agrees that the liquidation or dissolution of such Subsidiary in a transaction permitted by Administrative Agent is authorized to act on its behalf for all matters pertaining to the Credit Subordination Agreement and the Investment Note Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Administrative Agent and the Canadian Agent, at its option and in its discretionas applicable, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, : (i) upon the termination of the Domestic Commitments (and all Letters of Credit the Canadian Commitments, as applicable, and Bank Guaranties) and indefeasible 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 at have been accelerated and Liquidation has commenced, the Other Liabilities then due and payable (in any time arising under 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 respect a manner satisfactory to the Issuing Banks) and all Letter of this Agreement Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the Credit Documents or the transactions contemplated hereby or thereby, Issuing Banks); (ii) constituting property being sold sold, transferred or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) in a Permitted Disposition upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing receipt by the Required Lenders (Administrative Agent or all the Canadian Agent, as applicable, of the Lenders hereunder, Net Proceeds thereof to the extent required by Section 13.12)this Agreement; or (iii) upon request of the Lead Borrower, (iv) 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 otherwise may be expressly provided in above, the relevant Security DocumentsAdministrative Agent or the Canadian Agent, as applicable, will not release any of the Agent’s or Canadian Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by 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 12.11 SECTION 8.18. (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 (v) constituting Equity Interests supplements to any Security Document or assets Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction Indebtedness permitted hereunder. Upon request by the Credit DocumentsAdministrative 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) The Collateral Upon at least two (2) Business Days’ prior written request by the Lead Borrower or the Canadian Borrower, as applicable, the Administrative Agent or the Canadian Agent shall have no obligation whatsoever to (and is hereby irrevocably authorized by the Lenders or to) execute such documents as may be necessary to any other Person to assure that evidence the Collateral exists or is owned by any Credit Agreement Party or any release of its Subsidiaries or is cared for, protected or insured or that the Liens granted upon any Collateral described in SECTION 8.18(a); provided, however, that (i) neither the Administrative Agent nor the Canadian Agent shall be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Administrative Agent herein or pursuant hereto have been properly the Canadian Agent to liability or sufficiently create any obligation or lawfully createdentail any adverse consequence other than the release of such Liens without recourse or warranty, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or and (ii) such release shall not in any manner discharge, affect or under impair the Obligations, the Other Liabilities, the Canadian Liabilities, or any duty Liens (other than those expressly being released) upon (or obligations of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that 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, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into accept the Security other Credit Documents and for the Intercreditor Agreement. Each Lender hereby agrees, and each holder benefit of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized authorized, on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action action, in its sole discretion, with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documentsthis Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in immediately available funds and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property Property being sold or otherwise disposed of (to Persons other than upon receipt of the U.S. Borrower and its Subsidiaries) upon proceeds of such sale by Agent if the sale or disposition is permitted under this Agreement or any other disposition thereof Credit Document or is made by Agent in compliance with Section 9.02, the enforcement of its rights hereunder following the occurrence of an Event of Default or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is in the possession of a custodian pursuant to the Custodian Agreement or is owned by any Credit Agreement Party or any of its Subsidiaries Borrowers or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 11.10 or in any of the Security Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinherein or in the other Credit Documents, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or and the Security other Credit Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to so long as an Event of DefaultDefault shall not then exist, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens perfection of the Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders pursuant to Section 11.11; or (iii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition thereof permitted hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries Borrower or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein in or pursuant hereto to any of the Collateral Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs Without limiting the Collateral Agent to enter into foregoing, the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby Banks irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Loans and all other Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentscontingent indemnification 1. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Collateral Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of 9.2.3. Each Bank hereby authorizes Agent to give blockage notices in connection with any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of subordinated Indebtedness, and each Bank agrees that it will not act unilaterally in its individual capacity to deliver such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or notices. Anything contained in any of the Loan Documents to the contrary notwithstanding, Loan Parties, Agent and each Bank hereby agree that (i) except for the exercise of a Bank’s right of setoff (subject to the equalization provisions of Section 9.13) and except as may be hereafter agreed to by Agent expressly in writing, no Bank shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement, the Collateral Assignment of Contracts, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Management Fee Subordination Agreement, the Collateral Assignment of Communication Paths, the Collateral Assignment of Life Insurance, the Collateral Assignment of Acquisition Documents, the Intellectual Property Security Agreement, the Pledge Agreement, the Pledge Agreement, or the Guaranty Agreement, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by Agent, on behalf of Banks in respect accordance with the terms hereof and thereof and all powers, rights and remedies under the Loan Documents may be exercised solely by Agent, and (ii) in the event of a foreclosure by Agent on any of the CollateralCollateral pursuant to a public or private sale, Agent or any actBank may be the purchaser of any or all of such Collateral at any such sale and Agent, omission as agent for and representative of Banks (but not any Bank or event related theretoBanks in its or their respective individual capacities unless Required Banks shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent may act in sold at any manner it may deem appropriatesuch public sale, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one to use and apply any of the Lenders and that Obligations as a credit on account of the Collateral purchase price for any collateral payable by Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)at such sale.

Collateral Matters. (a) Each Lender Secured Creditor hereby authorizes and directs the Administrative Agent or the Collateral Agent Agent, as applicable, to enter into the Security Documents Documents, the Intercreditor Agreements for the benefit of the Lenders and the Intercreditor other Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Indebtedness permitted hereby, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as is expressly permitted hereby)); provided, that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any ABL Secured Hedging Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release or subordinate, as applicable, any Lien granted to or held by the Collateral Agent upon any CollateralCollateral (without notice to, subject or vote or consent of, any Lender, or any affiliate of any Lender that is a party to the provisions of the Intercreditor any ABL Secured Hedging Agreement, ) (i) upon termination of the Commitments (Total Commitment and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification and reimbursement obligations and other than obligations in respect of any ABL Secured Hedging Agreement) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, whether or not on the date of such release there may be outstanding Obligations in respect of ABL Secured Hedging Agreements, (ii) constituting property being sold or otherwise disposed of (to Persons other than Parent and the U.S. Borrower and its SubsidiariesCredit Parties) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents, in the Intercreditor Agreements or the last sentence of each of Sections 10.01 (so long as the Priming Term Loan Agent has released or concurrently releases its Lien on such Collateral) and 10.02, (v) constituting property following or concurrently with a sale or other disposition (to Persons other than Parent and the other Credit Parties) of a Subsidiary of Parent in compliance with Section 10.02, constituting property owned by such Subsidiary or (vi) constituting property subject to (or which will become subject to promptly following such release) Liens pursuant to Section 9.01(f) or (m), and the Collateral Agent shall promptly, at the written request of the Borrowers, release or subordinate, as applicable, the Collateral Agent’s Liens on such property; provided, that the Borrowers have delivered to the Agents a certificate executed by an Authorized Officer of the Borrowers certifying that the applicable transaction is permitted under the Credit Documents (and the Required Lenders hereby authorize and direct the Agents to conclusively rely on such certificate in performing their obligations under this sentence). Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than inchoate indemnification and reimbursement obligations and obligations in respect of any ABL Secured Hedging Agreement) have been paid in full and all Commitments have terminated or expired, in each case, in accordance with the terms of this Agreement, upon request of the Borrowers, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any ABL Secured Hedging Agreement) take such actions as shall be required to release all guarantee obligations provided for in any Credit Document, whether or not on the date of such release there may be outstanding Obligations in respect of ABL Secured Hedging Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its or their property, or otherwise, all as though such payment had not been made. (c) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (cd) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Anything contained in any of the Credit Documents to the contrary notwithstanding, Parent, the other Credit Parties, the Administrative Agent, the Collateral Agent and each other Secured Creditor hereby agree that (i) no Secured Creditor other than the Administrative Agent or Collateral Agent, as applicable, shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty; it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Creditors in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Creditors in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note Loan or participant in Letters of Credit Committed Amount (or Bank Guaranty any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon the termination or expiration of the Committed Amounts and the payment and satisfaction of all principal of and interest on each Loan and all fees and then-accrued expenses payable hereunder and the expiration or termination of the Commitments (and all Letters of Credit and Bank Guaranties(other than those that have been fully cash collateralized on customary terms reasonably acceptable to the applicable Issuing Bank) and indefeasible payment and satisfaction in full the reimbursement of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyLC Disbursements, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.06 (including, for the avoidance of doubt, Securitization Assets sold in connection with a Securitization Facility), (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 9.02) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents8.12. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Borrower Party or any other grantor of its Subsidiaries a Lien under the Security Documents or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 8.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders Lenders, and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Security Documents (i) if such Person ceases to be a Restricted Subsidiary, (ii) upon such Person ceasing to be a required Guarantor pursuant a sale or other disposition in compliance with Section 6.06, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 9.02) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any such Guarantor pursuant to this Section 8.12.

Collateral Matters. (a) Each Lender (and by accepting the benefits of the Collateral, each other Secured Party) authorizes and directs the Collateral Administrative Agent to enter into the Security other Loan Documents for the benefit of Lenders (and the Intercreditor Agreementsuch other Secured Parties). Each Lender Secured Party hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersSecured Parties. The Collateral Administrative Agent is hereby authorized on behalf of all of the LendersSecured Parties, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Secured Party to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) . The Lenders hereby Secured Parties irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent under any Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Document (i) upon termination of the Commitments (and payment in full of all Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under (other than contingent indemnification obligations which are not threatened or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, pending); (ii) constituting property being sold or otherwise to be sold or disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale as part of or other in connection with any disposition thereof in compliance with Section 9.02, permitted hereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security DocumentsLenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.11 14.11. At no time shall any Secured Party that is not the Administrative Agent or (v) constituting Equity Interests or assets a Lender hereunder have a right to vote on any matters hereunder, including the full release of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the all Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of on the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including in their capacity as a Swingline Lender, Issuing Lender, Agent and/or Lead Arranger, as the case may be) authorizes and directs the Collateral Security Agent to enter into the Security Documents and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Security Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize and direct the Collateral Security Agent, at its option and in its discretion, to release or subordinate (as the case may be) any Lien granted to or held by the Collateral Security Agent upon any Collateral, subject to Collateral and the provisions of Guarantees under the Intercreditor Agreement, Guarantee and Collateral Agreement and/or Canadian Guarantee and Collateral Agreement (i) upon termination of the Commitments Total Commitment (and all Letters of Credit and Bank Guaranties) Bankers’ Acceptances (or the obligations in an amount of 105% of outstanding stated amounts are cash collateralized), and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations and other contingent obligations not due and payable) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.13, or consummation of any transaction permitted hereunder as a result of which any Guarantor (other than SSCE, SSCC or any other Borrower) ceases to be a Subsidiary of Holdings, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or in the Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Security Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Security Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Loan Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Security Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Security Agent in this Section 12.11 or 12.10, in any of the Security DocumentsDocuments or in the Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Security Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Security Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Security Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Security Agent. The Security Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Security Agent.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents (which, for purposes of this Section 12, also shall include all Cash Management Control Agreements, Landlord Personal Property Collateral Access Agreements, bailee agreements and similar agreements) and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of Documents or the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments Total Revolving Loan Commitment (and all Letters of Credit and Bank GuarantiesCredit) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower Company and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm last sentence of each of Sections 10.01 and 10.02 or in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsIntercreditor Agreement. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs The Lenders hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon the termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or (other than (A) contingent indemnification obligations and (B) Obligations in respect of this Agreement obligations that may thereafter arise with respect to Other Liabilities not yet due and payable; unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such release of Liens, stating that arrangements reasonably satisfactory to the applicable provider thereof in respect of obligations and liabilities under Cash Management Services and Bank Products constituting Obligations have not been made), all Letters of Credit shall have expired or terminated (or been collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank) and all Letter of Credit Documents Outstandings have been reduced to zero (or collateralized or backstopped in a manner reasonably satisfactory to the transactions contemplated hereby applicable Issuing Bank), or thereby, (ii) constituting property being sold of a Borrower or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) a Facility Guarantor upon the sale consummation of any transaction permitted by this Agreement as a result of which such Borrower or other disposition thereof in compliance with Section 9.02, Facility Guarantor (iiias applicable) if approved, authorized ceases to be a Borrower or ratified in writing by a Facility Guarantor (provided that the Required Lenders shall have consented to such transaction (or all of the Lenders hereunder, to the extent required by Section 13.12the Credit Agreement) and the terms of such consent did not provide otherwise) or (iii) constituting property being sold, transferred or disposed of in a Permitted Disposition (other than a Permitted Disposition to a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent or the Collateral Agent under the Loan Documents), (iv) subject to the conditions thereof, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.01 of this Agreement. Except as otherwise may be expressly provided in above, the relevant Security DocumentsCollateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative 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 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSECTION 8.17. (cb) The Collateral Agent shall have no obligation whatsoever to Upon at least two (2) Business Days’ prior written request by the Lenders Lead Borrower (or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to within such shorter period as 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 may agree in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related theretowriting), the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may act in any manner it may deem appropriate, in its sole discretion, given be necessary to evidence the Collateral Agent’s own interest in the Collateral as one release of the Lenders and Liens upon any Collateral described in SECTION 8.17(a); provided, however, that (i) the Collateral Agent shall have no duty 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 liability whatsoever 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 Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)Collateral.

Collateral Matters. (ai) Each Lender authorizes The Collateral Custodian agrees to cooperate with the Administrative Agent, the Calculation Agent and directs the Portfolio Asset Servicer and deliver any Required Loan Documents and any other Loan Asset Files delivered to the Collateral Custodian to the Portfolio Asset Servicer, the Calculation Agent or the Administrative Agent (pursuant to enter into a written request in the Security Documents form of Exhibit E), as applicable, as requested in order to take any action that the Administrative Agent or the Calculation Agent deems necessary or reasonably desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder or under any Transaction Document, including any rights arising with respect to Article VI. In the event the Collateral Custodian receives instructions from the Applicable Servicer which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the Intercreditor Agreementinstructions given by the Administrative Agent. (ii) The Administrative Agent may direct the Collateral Custodian to take any such incidental action hereunder. Each Lender hereby agreesWith respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and each holder shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (A) shall be in violation of any Note Applicable Law or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed contrary 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 (B) shall expose the Security DocumentsCollateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, subject then the Administrative Agent shall be deemed to have declined to consent to the provisions relevant action. (iii) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the Intercreditor Agreementextent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, and or 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 LendersAdministrative Agent. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity Custodian shall not be deemed to have notice or knowledge of any notice to or further consent from any Lendermatter hereunder, from time to time prior to including an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions unless a Responsible Officer of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to Custodian has knowledge of such matter or held written notice thereof is received by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsCustodian. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Security Agent to enter into the Security Documents and the Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Second Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Permitted Pari Passu Refinancing Debt, or any Permitted Junior Priority Refinancing Debt or other Junior Lien Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)). Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Security Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Security Agent, (1) at its option and in its discretion, to release any Lien granted to or held by the Collateral Security Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (Total Commitment and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification and reimbursement obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Parent, Holdings and the U.S. Borrower and its SubsidiariesQualified Credit Parties) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1212.12), (iv) as otherwise may be expressly provided in the relevant Security Documents, in the Intercreditor Agreement and Other Intercreditor Agreements or the last sentence of each of Sections 9.01 (so long as the ABL Agent has released or concurrently releases its Lien on such Collateral) and 9.02, (v) constituting property (x) owned by any Unrestricted Subsidiary permitted to be designated as such pursuant to the terms of this Agreement or (y) following or concurrently with a sale or other disposition (to Persons other than Parent, Holdings and the Qualified Credit Parties) of a Subsidiary of Parent in compliance with Section 9.02, constituting property owned by such Subsidiary or (vi) constituting property subject to a Sale/Leaseback Transaction permitted hereunder or property subject to (or which will become subject to promptly following such release) Liens pursuant to Section 9.01(f), 9.01(g) or 9.01(m) and (2) to automatically release any Lien on any property granted to or held by the Administrative Agent or the Security Agent under any Credit Document (i) upon payment in full of all Obligations, (ii) at the time the property subject to such Lien is sold, transferred or otherwise disposed or to be sold, transferred or otherwise disposed as part of or in connection with any disposition permitted hereunder or under any other Credit Document, (iii) subject to Section 12.12, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 9.02, and the Security Agent shall, at the written request of the Borrower, release the Security Agent’s Liens on such property. The Lenders hereby further authorize the Administrative Agent to release from its Guaranty any Unrestricted Subsidiary permitted to be designated as such pursuant to the terms of this Agreement (provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any of the ABL Loan Documents, or continues to be a guarantor of any Junior Lien Debt), or any Subsidiary of Parent upon the sale or other disposition thereof (to Persons other than Parent, Holdings and the Qualified Credit Parties) in compliance with Section 9.02, and the Administrative Agent shall, at the written request of the Borrower, release such Unrestricted Subsidiary or Subsidiary of Parent sold or disposed of in compliance with Section 9.02 from its Guaranty. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Security Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (c) The Collateral Security Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Security Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Security Agent in this Section 12.11 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Security Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Security Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender hereby irrevocably (i) designates and appoints MSSF as Collateral Agent for the Lenders and the other Secured Creditors and (ii) authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. MSSF hereby accepts such appointment as Collateral Agent subject to its resignation rights pursuant to Section 13.09. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than unasserted indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Bridge Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its SubsidiariesCredit Parties) upon the sale or other disposition thereof in compliance with Section 9.0211.03, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 14.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including the Issuing Lender and each Lender is its capacity as the provider of a Secured Hedging Agreement or Secured Cash Management Agreement) authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties. Each Lender (including the Issuing Lender and each Lender is its capacity as the provider of a Secured Hedging Agreement or Secured Cash Management Agreement) hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the LendersLenders (including the Issuing Lender and each Lender is its capacity as the provider of a Secured Hedging Agreement or Secured Cash Management Agreement), 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, subject to the provisions of the Intercreditor Agreement, 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 (including the Issuing Lender and each Lender is its capacity as the provider of a Secured Hedging Agreement or Secured Cash Management Agreement) hereby authorize the Collateral Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (iA) upon termination of the Commitments Total Revolving Loan Commitment (and all Letters of Credit and Bank GuarantiesCredit) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (iiB) constituting property being sold or otherwise disposed that is the subject of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the a sale or other disposition thereof which the Company certifies in writing to the Administrative Agent is in compliance with Section 9.0210.02 or a Lien which the Company certifies in writing to the Administrative Agent is a Permitted Lien entitled to priority over the Collateral Agent’s Lien (and the Administrative Agent may rely conclusively on any such certificate without further inquiry), (iiiC) that does not constitute a material portion of the Collateral, (D) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (ivE) as otherwise may be expressly provided in the relevant Security Documents. Documents or in the Intercreditor Agreement, (ii) release any Guarantor from its obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (iii) subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01(g). (c) Upon request by the Administrative Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty. In each case as specified in this Section, the Collateral pursuant Agent will, at the Borrowers’ expense, execute and deliver to 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 Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations, in each case in accordance with the terms of the Credit Documents and this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (cd) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or 12.10, in any of the Security DocumentsDocuments or in the Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or negligence, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Administrative Agent and Lenders appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall notify Administrative Agent thereof and, promptly upon Administrative Agent’s request, deliver such Collateral to Administrative Agent or otherwise deal with it in accordance with Administrative Agent’s instructions. (f) Administrative Agent shall promptly forward to each Lender, when complete, copies of any field audit, examination or appraisal report prepared by or for Administrative Agent with respect to any Credit Party or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor Administrative Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Administrative Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon the Credit Parties’ books and records as well as upon representations of the Credit Parties’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Administrative Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or indirect result of Administrative Agent furnishing a Report to such Lender. (g) The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Collateral Agent. The Collateral Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Collateral Agent.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note Loan or participant in Letters of Credit Committed Amount (or Bank Guaranty any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon the termination or expiration of the Committed Amounts and the payment and satisfaction of all principal of and interest on each Loan and all fees and then-accrued expenses payable hereunder and the expiration or termination of the Commitments (and all Letters of Credit and Bank Guaranties(other than those that have been fully cash collateralized on customary terms reasonably acceptable to the Issuing Bank) and indefeasible payment and satisfaction in full the reimbursement of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyLC Disbursements, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.06, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 9.02) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents8.12. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Borrower Party or any other grantor of its Subsidiaries a Lien under the Security Documents) or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 8.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders Lenders, and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to enter into take the Security Documents actions to be taken by them as set forth in Sections 7.04 and the Intercreditor Agreement10.24. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders, the Required Revolving Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders, the Required Revolving Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary or desirable to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate particular types or items of Collateral pursuant to this Section 12.11 9.12. In each case as specified in this Section 9.12, Section 7.04 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or (v) constituting Equity Interests subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or assets to evidence the release of any Subsidiary such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Loan Documents. (c) , this Section 9.12, Section 7.04 and Section 10.24. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Loan Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 9.12, Section 7.04, Section 10.24 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and for the Intercreditor Agreementratable benefit of Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, agrees that any action taken by Agent concerning any Collateral with the Required consent of, or at the request of, Determining Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security other Loan Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by Agent (with the Required Lenders consent of, or at the request of, Determining Lenders) of powers concerning the powers Collateral set forth herein or thereinin any Loan Document, together with such other powers as are reasonably incidental theretopowers, shall be authorized and binding upon all of the Lenders. The Collateral . (b) Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of before a Default or Potential Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which Documents that may be necessary to perfect and maintain perfected the security interest in and liens Lender Liens upon the Collateral granted pursuant to by the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have has no obligation whatsoever to the Lenders any Lender or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries Company or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent for the Collateral Agent herein or pursuant hereto benefit of Lenders under the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced enforced, or are entitled to any particular priority, or to . (d) Agent shall exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities same care and powers granted or available prudent judgment with respect to the Collateral Agent in this Section 12.11 or in any of and the Security Documents, Documents as it being understood normally and agreed that customarily exercises in respect of similar collateral and security documents. (e) Lenders irrevocably authorize Agent, at its option and in its discretion, to release any Lender Lien upon any Collateral (i) upon full payment of the CollateralObligation; (ii) constituting property being sold or disposed of as permitted under SECTION 9.10, if Agent determines that the property being sold or any act, omission disposed is being sold or event related disposed in accordance with the requirements and limitations of SECTION 9.10 and Agent concurrently receives all mandatory prepayments with respect thereto, the Collateral Agent may act in any manner it may deem appropriateif any, in its sole discretionaccordance with SECTION 9.10; or (iii) if approved, given the Collateral Agent’s own interest authorized or ratified in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the writing by Determining Lenders, except for its gross negligence subject to SECTION 14.10(a)(v). Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or willful misconduct (as determined by a court items of competent jurisdiction in a final and non-appealable decisionCollateral under this SECTION 13.9(e).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security other Loan Documents and for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security other Loan Documents. (b) . The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Agent under any Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Document (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all Loans and all other obligations of Borrower hereunder and the Obligations at any time arising under expiration or in respect termination of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, all Letters of Credit; (ii) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (to Persons other than including the U.S. Borrower and its Subsidiaries) upon the sale release of any guarantor); or other disposition thereof in compliance with Section 9.02, (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all b) to subordinate its interest in any Collateral to any holder of the Lenders hereunder, to the extent required a Lien on such Collateral which is permitted by Section 13.1211.2(d)(i) or Section 11.2(d)(iii) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b), (iv) as otherwise may be expressly provided in the relevant Security Documents). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets 14.11. Each Lender hereby authorizes Agent to give blockage notices in connection with any Subordinated Debt at the direction of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into (x) the Security Documents Documents, the ABL/Term Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and any Other Intercreditor Agreement in connection with the incurrence by any Loan Party of Indebtedness pursuant to Sections 8.01(c) or (v), Indebtedness secured by a Lien permitted under Section 8.02(b) or Permitted Incremental Equivalent Debt, as applicable, or to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by Sections 8.01(b) or (c), Section 8.02(b) or Permitted Incremental Equivalent Debt, as applicable) and (z) any Incremental Amendment as provided in Section 2.15, any Extension as provided in Section 2.16 and any Refinancing Amendment pursuant to Section 2.17). Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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 and in the case of the ABL/Term Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement, any Other Intercreditor Agreement or any other Intercreditor Agreement to take all actions (and execute all documents) required or deemed advisable by it in accordance with the terms thereof. Notwithstanding anything contained in this Agreement or any Collateral or Security Documents, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral and Security Documents may be exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral shall be automatically released (i) upon termination the occurrence of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyTermination Date, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.028.04, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 12.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. The Lenders hereby authorize the Administrative Agent to, and the Administrative Agent shall direct the Collateral Agent to, take any action reasonably requested by the Borrower to evidence such release. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Loan Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the LendersLenders arising from such acts, except if any, or for its gross negligence any failure to monitor or willful misconduct (as determined by a court maintain any portion of competent jurisdiction in a final and non-appealable decision)the Collateral.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Intercreditor AgreementAgent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of CBI. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Aggregate Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Aggregate Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Existing Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in cash and satisfaction in full of all of the Obligations (including the Letter of Credit Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent if CBI certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.029.3 (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Aggregate Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Aggregate Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by any Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of CBI or any of its Subsidiaries in respect of) all interests retained by CBI or any of its Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party CBI or any of its Subsidiaries or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Lenders acknowledge that Foothill has entered into the Pledge Agreements governed by the law of the Netherlands and Belgium in its individual capacity. The Lenders agree that if any amounts are received by Foothill pursuant to such Pledge Agreements, the total amount of the Obligations then owing shall be decreased by such amounts as determined if such amounts were received by a court the Agent. Foothill agrees that Foothill shall transfer any such amounts to the Agent. To the extent that it is required to accomplish the allocation of competent jurisdiction payment intended hereby, each Lender shall purchase and Foothill shall sell, without representation or warranty of any kind, participations in a final and non-appealable decision)the rights under such Pledge Agreements.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and other Financing Agreements for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreementother Financing Agreements, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, other Financing Agreements which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security Documentsother Financing Agreements. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Financing Agreement (ix) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all Loans and all other obligations of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Borrowers hereunder; (iiy) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (z) subject to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) 12.1 if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all ii) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the Lenders hereunder, to definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrowers in determining whether the extent required Debt secured by any such Lien is permitted by Section 13.1213.2), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets 11.10. Each Lender hereby authorizes Agent to give blockage notices in connection with any Subordinated Debt at the direction of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Intercreditor AgreementL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C issuer hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (iA) upon termination of the Aggregate Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of the Obligations at any time arising under all Letters of Credit, (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.01, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.11. (c) The Collateral Subject to (b) above, Agent shall, and is hereby irrevocably authorized by each Lender and the L/C Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Borrower or any of its Subsidiaries other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession, and each other Lender hereby accepts such appointment. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in a final and non-appealable decision)accordance with Agent’s instructions.

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 Collateral Agent to enter into the Security Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, 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, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full occurrence of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyand Collateral Termination Events, (ii) constituting property being sold or otherwise 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 Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.028.3 (and the Agent may rely conclusively on any such certificate, without further inquiry), or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.9(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the applicable Credit Party, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s reasonable opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Credit Party or any of its Restricted Subsidiaries in respect of) all interests retained by such Credit Party or Restricted Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that (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 any the Credit Agreement Party or any of its Subsidiaries Parties or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected 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 Collateral Agent in this Section 12.11 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 Collateral Agent may act in any manner it may deem appropriate, in its sole reasonable discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction 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 and non-appealable decision)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) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents Pledge Agreement for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12) in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Pledge Agreement, and the exercise by the Required Lenders (or all the Lenders, as the case may be) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of 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, subject to the provisions of the Intercreditor Agreement, Pledge Agreement which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security DocumentsPledge Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in this Agreement and/or the relevant Security DocumentsPledge Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security DocumentsPledge Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender and L/C Issuer authorizes and directs the Collateral Administrative Agent to enter into the Security Collateral Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note Loan (or participant in Letters of Credit or Bank Guaranty any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject Collateral and to release any Guaranty (x) upon the provisions full and final payment of the Intercreditor AgreementObligations (other than contingent Obligations for which no claim has been made), (i) upon termination of the Commitments (of all Lenders and L/C Issuers, and termination of all Letters of Credit and Bank Guaranties(or Cash Collateralization thereof as acceptable to the applicable L/C Issuer) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iiiy) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1211.01), (ii) to release any Lien on property being sold or otherwise disposed of (to Persons other than the Parent Guarantor, (ivthe Borrower or a Subsidiary) upon the sale or other disposition thereof in compliance with Section 7.11, or as otherwise may be expressly provided in the relevant Security Collateral Documents, and (iii) release the Guaranty of a Subsidiary upon request made by the Borrower if (x) the Borrower has designated such Subsidiary as an Immaterial Subsidiary in compliance with the terms of this Agreement, such Subsidiary is an Immaterial Subsidiary at the time of such release and no Default exists before or would exist immediately after such release, or (y) all of the Equity Interests in such Subsidiary are being Disposed of in a Disposition permitted by Section 7.11. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral or particular Guaranties pursuant to this Section 12.11 9.10. In each case as specified in this Section 9.10(b), the Administrative Agent will, at the Borrower’s expense and upon presentation by the Borrower of a certificate of a Responsible Officer dated the date of the requested release and certifying as to the matters in the foregoing clause (i), (ii) or (v) constituting Equity Interests iii), as applicable, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release such item of Collateral or assets such Guaranty, as applicable, in each case in accordance with the terms of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsthis Section 9.10(b). (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to require evidence that or otherwise assure that the Collateral exists or is owned by any Credit Agreement Loan Party or any other grantor of its Subsidiaries a Lien under the Collateral Documents or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 9.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders Lenders, and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) hereby irrevocably authorize Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, discretion to release any Lien granted to or held by upon any of the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (Commitment and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the non-contingent Obligations at any time arising and delivery of cash collateral to the extent required under Section 2.3(a); or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the if such sale or other disposition thereof in compliance with Section 9.02, is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement); or (iii) constituting property in which applicable Credit Party did not own an interest at the time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the other Financing Agreements, including any intercreditor agreement; or (v) approved, authorized or ratified in writing by in accordance with Section 11.14 hereof. Lenders hereby irrevocably authorize Agent to subordinate its Lien upon the Required specific Collateral on which another Person has a Lien as permitted under Section 8.2 and if such Person will not permit Agent to retain its Lien on such Collateral, Lenders (or all hereby irrevocably authorize Agent to release its Lien upon such Collateral. Except as provided above, Agent will not release any Lien upon any of the Lenders hereunder, to Collateral without the extent prior written authorization required by in accordance with Section 13.12), 11.14 hereof. (ivb) as otherwise may be expressly provided Without in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by Agent, the authority to release particular types Collateral conferred upon Agent under this Agreement. Agent shall (and is hereby irrevocably authorized by Lenders to) execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of the Liens granted to Agent upon any Collateral or items to evidence the release of Collateral pursuant to such Credit Party from its Obligations under the Financing Agreements in each case in accordance with the terms of the Financing Agreements and this Section 12.11 11.10; provided, that, such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (v) constituting Equity Interests or assets obligations of any Subsidiary of Credit Party in respect of) the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of Collateral retained by such Subsidiary in a transaction permitted by the Credit DocumentsParty. (c) The Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Collateral Agent herein or pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 Agreement or in any of the Security Documentsother Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender. (d) Each Lender hereunder (i) agrees that it will be bound by and will take no actions contrary to the Lendersprovisions of the Intercreditor Agreement, except for its gross negligence as applicable, and (ii) authorizes and instructs Agent, to the extent required by the terms of the Financing Agreements, to enter into any Intercreditor Agreements contemplated by this Agreement as Agent on behalf of such Lender. Each Lender hereby further agrees that (i) Agent may, from time to time on and after the Closing Date, without any further consent of any Lender, enter into any Intercreditor Agreement, any subordination agreement or willful misconduct (as determined other intercreditor agreement contemplated by this Agreement with the collateral agent or other representatives of the holders of Debt that is permitted to be secured by a court Lien on the Collateral under this Agreement, in each case, in order to effect the relative priority of competent jurisdiction Liens on the Collateral and to provide for certain additional rights, obligations and limitations in a final respect of, any Liens permitted by the terms of this Agreement to be pari passu with or junior or senior to the Liens securing the Obligations with respect to part or all of the Collateral, which are, in each case, incurred in accordance with this Agreement, and non-appealable decision)to establish certain relative rights as between the holders of the Obligations and the holders of the Debt secured by such Liens, and (ii) such Intercreditor Agreements and any other subordination agreement or intercreditor agreement referred to in the foregoing clause (i) entered into by Agent shall be binding on the Secured Parties.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) hereby irrevocably authorize Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, discretion to release any Lien granted to or held by upon any of the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (Commitment and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the non-contingent Obligations at any time arising and delivery of cash collateral to the extent required under Section 2.3(a); or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the if such sale or other disposition thereof in compliance with Section 9.02, is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement); or (iii) constituting property in which applicable Credit Party did not own an interest at the time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the other Financing Agreements, including any intercreditor agreement; or (v) approved, authorized or ratified in writing by in accordance with Section 11.14 hereof. Lenders hereby irrevocably authorize Agent to subordinate its Lien upon the Required specific Collateral on which another Person has a Lien as permitted under Section 8.2 and if such Person will not permit Agent to retain its Lien on such Collateral, Lenders (or all hereby irrevocably authorize Agent to release its Lien upon such Collateral. Except as provided above, Agent will not release any Lien upon any of the Lenders hereunderCollateral without the prior written authorization required in accordance with Section 11.14 hereof. In addition, each Lender (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) hereby irrevocably authorizes Agent at its option and in its discretion to the extent required release or terminate any Control Agreements entered into pursuant to Section 7.14(b) as contemplated by Section 13.12), 7.14(c) without any further consent or action by such Lender or any of its Affiliates. (ivb) as otherwise may be expressly provided Without in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by Agent, the authority to release particular types Collateral conferred upon Agent under this Agreement. Agent shall (and is hereby irrevocably authorized by Lenders to) execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of the Liens granted to Agent upon any Collateral or items to evidence the release of Collateral pursuant to such Credit Party from its Obligations under the Financing Agreements in each case in accordance with the terms of the Financing Agreements and this Section 12.11 11.10; provided, that, such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (v) constituting Equity Interests or assets obligations of any Subsidiary of Credit Party in respect of) the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of Collateral retained by such Subsidiary in a transaction permitted by the Credit DocumentsParty. (c) The Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Collateral Agent herein or pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 Agreement or in any of the Security Documentsother Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders a Lender and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender. (d) Each Lender hereunder (i) agrees that it will be bound by and will take no actions contrary to the Lendersprovisions of the Intercreditor Agreement, except for its gross negligence as applicable, and (ii) authorizes and instructs Agent, to the extent required by the terms of the Financing Agreements, to enter into any Intercreditor Agreements contemplated by this Agreement as Agent on behalf of such Lender. Each Lender hereby further agrees that (i) Agent may, from time to time on and after the Closing Date, without any further consent of any Lender, enter into any Intercreditor Agreement, any subordination agreement or willful misconduct (as determined other intercreditor agreement contemplated by this Agreement with the collateral agent or other representatives of the holders of Debt that is permitted to be secured by a court Lien on the Collateral under this Agreement, in each case, in order to effect the relative priority of competent jurisdiction Liens on the Collateral and to provide for certain additional rights, obligations and limitations in a final respect of, any Liens permitted by the terms of this Agreement to be pari passu with or junior or senior to the Liens securing the Obligations with respect to part or all of the Collateral, which are, in each case, incurred in accordance with this Agreement, and non-appealable decision)to establish certain relative rights as between the holders of the Obligations and the holders of the Debt secured by such Liens, and (ii) such Intercreditor Agreements and any other subordination agreement or intercreditor agreement referred to in the foregoing clause (i) entered into by Agent shall be binding on the Secured Parties.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents and the Intercreditor AgreementAgreement and any Term Collateral Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement and any Term Collateral Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Section 2.9 and any Extension Amendment as provided in Section 2.10). Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security Documents, subject to the provisions of the Intercreditor AgreementAgreement and any Term Collateral Intercreditor Agreement (both as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, discretion (A) to release any Lien granted to or held by the Collateral such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.028.4, (iii) constituting property being sold pursuant to an agreement in effect on the date of this Agreement with respect to real property located in Hapeville, Georgia and Norfolk, Virginia, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), 11.1) or (ivv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments and (B) to subordinate any Lien on any Excluded Assets (as defined in the Guarantee and Collateral Agreement) or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Permitted Lien. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.1. Upon request by the Administrative Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s authority under this Section 10.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Holdings or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.11 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court and in accordance with Section 11.1 with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Collateral Agent to enter into take the Security actions to be taken by them as set forth in Section 10.24. In each case as specified in this Section 9.12, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and Section 10.24. Upon request by the Intercreditor AgreementAdministrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12; provided that such confirmation shall not delay the effectiveness of any release of Collateral made pursuant to Section 10.25. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Loan Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 9.12, Section 10.24 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents on behalf of the Lenders. Each Lender authorizes and directs the Administrative Agent to accept such Acknowledgment Agreements in form and substance as the Administrative Agent deems appropriate. Each Lender also authorizes and directs the Administrative Agent to review and approve all agreements regarding the Lockboxes and the Intercreditor AgreementLockbox Accounts (including the Lockbox Agreements) on such terms as the Administrative Agent deems necessary. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Document which may be necessary or appropriate to perfect or obtain priority and maintain perfected the perfection and priority of the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in cash and satisfaction in full of all of the Obligations (including the Letter of Credit Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Administrative Agent if the applicable Borrower certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Administrative Agent that the sale or other disposition thereof is made in compliance with Section 9.029.3 (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the applicable Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Borrower or any Subsidiary in respect of) all interests retained by such Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the 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 Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party the Borrowers or any of its Subsidiaries Subsidiary or is cared for, protected or insured or that the Liens liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to (x) enter into the Security Documents and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties and (y) enter into any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence of any Loan Party or any Subsidiary thereof of Additional Indebtedness (the “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents). Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security Documents, subject to the provisions of the Intercreditor AgreementAgreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, at its option as applicable, to, and in its discretionthe Administrative Agent and the Collateral Agent, to as applicable, shall release any Lien granted to or held by the Collateral such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof Disposition of such Collateral (to a Person other than a Loan Party) expressly permitted under Section 7.6, including sales in compliance with Section 9.02the ordinary course of business, (iii) upon any merger, amalgamation, consolidation, sale, lease, transfer or other Disposition expressly permitted under Section 7.5(d) and (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), 10.1) or (ivv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will shall confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 10.18. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this subsection 9.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party the Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.11 9.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court Section 10.18 with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree.

Collateral Matters. (aA) Each Lender and the Issuing Bank authorizes and directs the Collateral Agent to enter into the Security Documents Financing Agreements for the benefit of Lenders and the Intercreditor AgreementIssuing Bank. Each Lender and the Issuing Bank hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, Financing Agreements and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersIssuing Bank. 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 LenderLender or the Issuing Bank, from time to time prior to an Event of a Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Financing Agreements which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to any of the Security DocumentsFinancing Agreements. (bB) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) Collateral upon termination of this Agreement and the Revolving Credit Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations Liabilities at any time arising under or in respect of this Agreement or and the Credit Documents other Financing Agreements or the transactions contemplated hereby or thereby. In addition, the Lenders and the Issuing Bank hereby authorize Agent to release any Lien granted to or held by Agent upon any Collateral (iii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by Agent if a Borrower certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.02Subsection 8.6 hereof (and Agent may rely conclusively on any such certificate, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12without further inquiry), or (ivii) constituting Collateral with a value as otherwise may be expressly provided certified to Agent by a Borrower of less than $1,000,000 in the relevant Security Documentsaggregate in any Fiscal Year (and Agent may rely conclusively on any such certificate, without further inquiry). Upon request by the Administrative Agent at any time, the Lenders and the Issuing Bank will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or Subsection 10.10. (vC) constituting Equity Interests or assets Upon the release of any Subsidiary Lien in accordance with Subsection 10.10(B), and upon at least five (5) Business Days' prior written request by a Borrower, Agent shall (and is hereby irrevocably authorized by the Lenders and the Issuing Bank to) execute such documents as may be necessary to evidence the release of the U.S. Borrower such Liens; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's reasonable opinion, would expose Agent to liability or create any obligation or entail any consequence other than the Bermuda Borrower) upon the liquidation or dissolution release of such Subsidiary Liens without recourse or warranty and (ii) such release shall not in a transaction permitted any manner discharge, affect or impair the Liabilities or any Liens upon (or obligations of such Borrower in respect of) all interests retained by such Borrower, including (without limitation) the Credit Documentsproceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all of the Expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (cD) The Collateral Agent shall have no obligation whatsoever to the Lenders Lenders, the Issuing Bank or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Borrower or any of its Subsidiaries other Person or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 Subsection 10.10 or in any of the Security Documents, Financing Agreements it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the LendersLenders or the Issuing Bank, except for its Agent's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent to enter into (x) the Security Documents and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Incremental Indebtedness (each, an “Intercreditor Agreement Supplement”) to permit such Incremental Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment or Extension Amendment as provided in Section 2.10 or 2.11, respectively. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Collateral Agent, the Administrative Agent, the Canadian Agent, the Canadian Collateral Agent, the Co-Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the Security Documents, subject to the provisions of the Intercreditor AgreementAgreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is and the Canadian Collateral Agent are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. Except for any joinders with respect to additional facilities or as otherwise required or contemplated by the terms thereof, the Collateral Agent shall not enter into amendments, amendments and restatements, restatements or waivers of supplements to or other modifications to the Intercreditor Agreement or any intercreditor agreements without the consent of the Co-Collateral Agent, such consent not to be unreasonably withheld or delayed. The Collateral Agent or the Canadian Collateral Agent, as the case may be, may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize the Administrative Agent, the Collateral Agent, the Canadian Agent, the Canadian Collateral Agent and the Co-Collateral Agent, as applicable, in each case at its option and in its discretion, discretion (A) to release any Lien granted to or held by the Collateral such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.028.6, (iii) constituting property being sold pursuant to an agreement in effect on the date of this Agreement with respect to real property located in Hapeville, Georgia and Norfolk, Virginia, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), 11.1) (ivv) constituting Term Priority Collateral upon the Discharge of Term Collateral Obligations (as defined in the Intercreditor Agreement) or (vi) as otherwise may be expressly provided in the relevant Security DocumentsDocuments and (B) to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.3. Upon request by the Administrative Agent, the Collateral Agent, the Canadian Agent or the Canadian Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 10.9. If the Term Priority Collateral has been released pursuant to Section 10.9(b)(iv) upon or (v) constituting Equity Interests after the Discharge of Term Collateral Obligations, and any Indebtedness is subsequently incurred by the Parent Borrower or assets of any Restricted Subsidiary which Indebtedness is or is to be secured by a material portion of the U.S. Borrower (other than Term Priority Collateral and a material portion of the Bermuda BorrowerABL Priority Collateral with the same relative priority to the Obligations hereunder as existed prior to such Discharge of Term Collateral Obligations, the Borrowers agree to promptly provide the Collateral Agent, for the benefit of the Secured Parties, with a Lien over such Term Priority Collateral substantially similar to the Lien previously granted under the Security Documents and released pursuant to Section 10.9(b)(iv) upon and agree to promptly cause the liquidation lenders or dissolution holders of such Subsidiary Indebtedness (or the relevant agent therefor, as applicable) to enter into the Intercreditor Agreement or another intercreditor agreement in a transaction permitted by form and substance reasonably satisfactory to the Credit DocumentsParent Borrower, the Administrative Agent and the Co-Collateral Agent. (c) The Lenders hereby authorize the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.22. Upon request by any Agent, at any time, the Lenders will confirm in writing any Agent’s authority under this Section 10.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Holdings or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.11 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by Section 11.22 with the written consent of the Agent party thereto and the Loan Party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent, the Canadian Agent and the Co-Collateral as its agent for the purposes of holding any Collateral and/or perfecting such Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree. The Canadian Collateral Agent may, and hereby does, appoint the Canadian Agent and the Co-Collateral Agent as its agent for the purposes of holding any Collateral and/or perfecting the Canadian Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree. (g) The Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent each hereby agree that to the extent such Agent receives any notice from the Loan Parties hereunder, such Agent shall promptly deliver a court of competent jurisdiction copy to each other Agent hereunder in a final accordance with Section 11.2 hereunder, and non-appealable decision)the Borrowers hereby authorize such delivery.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to any of the Security Loan Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) Collateral upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance accordance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents13.10. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets any other applicable provision of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Loan Documents. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least 5 Business Days’ prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by 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 the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty; and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests retained by the Borrower or any other Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Loan Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined 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. (e) Upon the termination of this Agreement and the payment in full of all Obligations in accordance with Section 13.10. (the “Full Payment”), upon the written request of the Borrower, the Agent and each Lender shall use commercially reasonable efforts to (i) assign, or sever into two (2) or more separate notes in denominations that the Borrower requests, each of its Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes, and assign the Security Deed on the Florida Property or the NY Mortgage, to any Person(s) designated by the Borrower, which assignment and severance documents shall be in recordable form, (ii) deliver to or as directed by the Borrower all original executed Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes, as applicable, and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of such Tranche A Borrower Notes, Tranche A Florida Borrower Notes or Tranche B Notes or, with respect to any note where the original has been lost, destroyed or mutilated, a final lost note affidavit, (iii) execute and nondeliver an allonge with respect to each Tranche A Borrower Note, Tranche A Florida Borrower Note or Tranche B Note (or as it may have been split pursuant to (i) above) and any other note(s) described in clause (ii) above, (iv) deliver the original recorded copy of the mortgage or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form as may be acceptable to the Agent and each such Lender in its sole discretion, in each case, without recourse against the Agent or any Lender and without any covenant, representation or warranty by the Agent or any Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance satisfactory to the Agent and the Lenders. In connection with any transaction contemplated by this Section 12.6., the Borrower shall submit to the Agent and each Lender for their review, not less than fifteen (15) days prior to the date of any assignment of the mortgage or the payment in full of the Obligations, all instruments and documents to be executed by the Agent or any Lender. All out-appealable decision)of-pocket costs and expenses (including without limitation all fees and expenses of counsel) incurred by the Agent or any Lender pursuant to this Section 12.6(e) shall be paid and reimbursed by the Borrowers, jointly and severally. In addition to any indemnification obligations set forth elsewhere in this Agreement or in any other Loan Document, the Borrowers, jointly and severally, shall indemnify the Agent, each Lender and each other Indemnified Party from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature incurred by any Indemnified Party arising from or in connection with this Section or any assignment, document, act, or obligation described herein or related hereto. The expense payment and reimbursement obligations, and the indemnification obligations, of the Borrowers set forth in this Section shall survive termination of this Agreement and the other Loan Documents.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Intercreditor AgreementAgent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of CBI. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Aggregate Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Aggregate Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Existing Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in cash and satisfaction in full of all of the Obligations (including the Letter of Credit Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent if CBI certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.029.3 (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Aggregate Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Aggregate Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by any Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of CBI or any of its Subsidiaries in respect of) all interests retained by CBI or any of its Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party CBI or any of its Subsidiaries or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Lenders acknowledge that Foothill has entered into the Pledge Agreements governed by the law of the Netherlands and Belgium in its individual capacity. The Lenders agree that if any amounts are received by Foothill pursuant to such Pledge Agreements, the total amount of the Obligations then owing shall be decreased by such amounts as determined if such amounts were received by a court the Agent. Foothill agrees that Foothill shall transfer any such amounts to the Agent. To the extent that it is required to accomplish the allocation of competent jurisdiction payment intended hereby, each Lender shall purchase and Foothill shall sell, without representation or warranty of any kind, participations in a final and non-appealable decision)the rights under such Pledge Agreements.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyfull (other than contingent indemnification obligations that are not then due and payable), (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.5, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunderLenders, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsapplicable. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 Section. The Lenders hereby authorize the Agent, at its option and in its discretion to release any Guarantor from its obligations under any Guaranty and Guarantor Security Agreement, or any other guaranty and security agreement, if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. (vb) constituting Equity Interests or assets of No Secured Party shall have any Subsidiary right individually to realize upon any of the U.S. Borrower Collateral or to enforce any Guaranty or Guarantor Security Agreement, or any other guaranty or security agreement provided in connection herewith. The Lenders understand and agree that all powers, rights and remedies hereunder and under any of the Loan Documents (other than the Bermuda BorrowerLender Hedging Agreements) upon the liquidation or dissolution of such Subsidiary in a transaction permitted may be exercised solely by the Credit DocumentsAgent for the benefit of the Secured Parties in accordance with the terms hereof and thereof. (c) The Collateral Agent shall not be responsible for or have no obligation whatsoever a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral or the Collateral, the existence, priority or perfection of any Lien thereon, or any certificate prepared by any Loan Party in connection therewith, and the Agent shall not be responsible or liable to the Lenders or to any other Person Secured Party for any failure to assure that the Collateral exists monitor or is owned by maintain any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect portion of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents (other than the Mexican Collateral Agreements or the Mexican Collateral Amendment and Reaffirmation Agreements) for the benefit of the Agents and the Intercreditor AgreementLenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth hereinin this Agreement, any action taken by the any Agent or Required Lenders in accordance with the provisions of this Agreement or the Security other Loan Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the such Agent or Required Lenders of the powers set forth herein in this Agreement or therein, together with such all other powers as are reasonably incidental thereto, shall will be authorized by, and binding upon upon, all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral (other than Collateral located in Mexico) or Security Documents, subject to Loan Documents (other than the provisions of Mexican Collateral Agreements or the Intercreditor Agreement, Mexican Collateral Amendment and Reaffirmation Agreements) which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security such other Loan Documents. (b) . The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to do any and all of the following: (a) to release any Lien granted to or held by the Collateral Agent upon under any Collateral, subject to Collateral Document (other than the provisions of the Intercreditor Agreement, Mexican Collateral Agreements) (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction Payment in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Full; (ii) constituting upon property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement (to Persons other than including the U.S. Borrower and its Subsidiaries) upon the sale release of any Guarantor in connection with any such disposition); or other disposition thereof in compliance with Section 9.02, (iii) subject to Section 15.1 if approved, authorized or ratified approved in writing by the Required Lenders Lenders; or (or all b) to subordinate its interest in any Collateral (other than Collateral located in Mexico) to any holder of a Lien on that Collateral which secures purchase money debt (it being understood that Collateral Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Lenders Debt secured by any such Lien is permitted hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Collateral Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents14.11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent Trustee to enter into the Security Documents (including the Intercreditor Agreement and any other intercreditor agreement contemplated hereby) for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent Trustee is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to create, perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Trustee to release any Lien granted to or held by the Collateral Agent Trustee upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than contingent obligations not due and payable and Letters of Credit that are backstopped or cash collateralized in accordance with the terms herein and in a manner reasonably acceptable to the respective Issuing Lenders) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesone or more Subsidiary Guarantors) upon the sale or other disposition thereof in compliance with the relevant provisions of Section 9.0210 (including, without limitation, the release of Mortgages on and security interests with respect to Buffer Lands), (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1213.10), (iv) as otherwise may be expressly provided in the relevant Security Documents, (v) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement in accordance with the terms therein and (vi) in lieu of any release permitted pursuant to this Section 12.10(b), the Collateral Trustee may subordinate any such Liens on the Collateral to another Lien permitted under Section 10.01 and may subordinate any Lien on the Collateral that the Collateral Trustee determines in its commercially reasonable judgment was intended by operation of Law or otherwise to be subordinate to another Lien permitted under Section 10.01. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral AgentTrustee’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) Without limiting the generality of Section 12.01 above, the Collateral Trustee shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Secured Parties with respect to all payments and collections arising in connection with the Credit Documents (including in any proceeding described in Section 11.05 or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Credit Document to any Secured Party is hereby authorized to make such payment to the Collateral Trustee, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 11.05 or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent or collateral trustee for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Credit Documents, (vi) except as may be otherwise specified in any Credit Document, exercise all remedies given to the Collateral Trustee and the other Secured Parties with respect to the Collateral, whether under the Credit Documents, applicable requirements of law or otherwise and (vii) execute any amendment, consent or waiver under the Security Documents on behalf of the Secured Parties, to the extent consented to in accordance with Section 13.10 and the terms thereof; provided, however, that the Collateral Trustee hereby appoints, authorizes and directs each Lender, to the extent such Lender is not prohibited by doing so under any applicable law or regulation, to act as collateral sub-agent for the Collateral Trustee and the other Secured Parties for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Permitted Investments held by such Secured Party and may further authorize and direct the Secured Parties to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Collateral Trustee, and each Secured Party hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. (d) The Collateral Agent Trustee shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent Trustee herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Trustee in this Section 12.11 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 Trustee may act in any manner it may deem appropriate, in its sole discretion, given the Collateral AgentTrustee’s own interest in the Collateral as one of the Lenders and that the Collateral Agent Trustee shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or negligence, bad faith, willful misconduct or material breach of the Credit Documents (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including in its capacity as an Issuing Lender) authorizes and directs the Collateral Security Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Security Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize and direct the Collateral Security Agent, at its option and in its discretiondiscretion or upon request of a Borrower, to release or subordinate (as the case may be) any Lien granted to or held by the Collateral Security Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments Total Commitment (and all Letters of Credit and Bank GuarantiesCredit) and indefeasible payment and satisfaction in full of all of the Secured Obligations (other than inchoate indemnification obligations and other contingent obligations not due and payable) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than an Obligor unless such respective Obligor is not required to give a security interest in the U.S. Borrower and its Subsidiariesassets being transferred) upon the sale or other disposition thereof in compliance with Section 9.0210.05, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Security Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Security Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries Obligor or is cared for, protected or insured or that the Liens granted to the Collateral Security Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Security Agent in this Section 12.11 or 12.10, in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Security Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Security Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Security Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Security Agent. The Security Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Security Agent. (e) Each Lender authorizes and directs the Security Agent and the Administrative Agent to enter into the intercreditor agreements, third party holder (tiers détenteur) appointment agreements and related documents in respect of the Secured Hedging Arrangements and the Secured Cash Management Arrangements and this Section 12.10(e), it being understood that such intercreditor agreements and/or other documents shall contain an acknowledgement that the Hedging Creditors and Cash Management Creditors are bound by and restate the authorizations set forth in Section 12.11. (f) Each Lender authorizes and directs the Security Agent and the Administrative Agent to enter into acknowledgments and other agreements with the financial institutions providing the cash pooling arrangements which recognize such financial institution’s right to net out balances in the deposit accounts included in the cash pooling arrangements will be senior to the security interest of the Security Agent in such deposit accounts. It is understood and agreed that the Collection Accounts and Concentration Accounts will not be permitted to be subject to such cash pooling arrangements.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding the lockboxes and the Intercreditor Agreementlockbox accounts (including the Lockbox Agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent it upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in cash and satisfaction in full of all of the Obligations (including the LOC Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent if the applicable Credit Party certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.029.5 (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10(b). (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the applicable Credit Party, the 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 Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, acting reasonably, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Credit Party in respect of) all interests retained by such Credit Party, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by it from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any the Credit Agreement Party or any of its Subsidiaries Parties or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole reasonable discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Notwithstanding the provisions in Section 13.23 (Special Appointment of Administrative Agent for German Security) below, each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders (or any authorized sub-group thereof) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Administrative Agent to release and discharge any Lien granted to or held by the Collateral Administrative Agent or granted to and held by any of the Lenders themselves upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesany Credit Party) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) upon the request of the Borrowers, so long as the fair market value of any Collateral released in any Fiscal Year pursuant to this Section 12.10(b)(iii) does not exceed $5,000,000, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (ivv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (vi) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of the Guarantor from its obligations under its Guaranty in accordance with the terms of this Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents.12.10(b), (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 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 Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) In no event will the Administrative Agent be replaced hereunder (or under any of the other Credit Documents) unless agreed to by the Co-Collateral Agents and the Administrative Agent. (e) Each Lender authorizes and directs the Administrative Agent to enter into the intercreditor agreements and related documents in respect of Secured Hedging Agreements and to enter into any intercreditor agreement contemplated by this Agreement.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent Trustee to enter into the Security Documents (including the First Lien Intercreditor Agreement and any other intercreditor agreement contemplated hereby) for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent Trustee is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to create, perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Trustee to release any Lien granted to or held by the Collateral Agent Trustee upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than contingent obligations not due and payable and Letters of Credit that are cash collateralized, back-stopped by a letter of credit or otherwise been agreed to remain outstanding by the applicable Issuing Lender, in each case on terms reasonably acceptable to the applicable Issuing Lender) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold sold, transferred or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesone or more Subsidiary Guarantors) upon the sale sale, transfer or other disposition thereof in compliance with Section 9.02the relevant provisions of this Agreement, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1213.10), (iv) as otherwise may be expressly provided in the relevant Security Documents, (v) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon release of such Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement in accordance with the terms therein and (vi) in lieu of any release permitted pursuant to this Section 12.10(b), the Collateral Trustee may subordinate any such Liens on the Collateral to another Lien permitted under Section 10.01 and may subordinate any Lien on the Collateral that the Collateral Trustee determines in its commercially reasonable judgment was intended by operation of Law or otherwise to be subordinate to another Lien permitted under Section 10.01. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral AgentTrustee’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) Without limiting the generality of Section 12.01 above, the Collateral Trustee shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Secured Parties with respect to all payments and collections arising in connection with the Credit Documents (including in any proceeding described in Section 11.05 or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Credit Document to any Secured Party is hereby authorized to make such payment to the Collateral Trustee, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 11.05 or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent or collateral trustee for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Credit Documents, (vi) except as may be otherwise specified in any Credit Document, exercise all remedies given to the Collateral Trustee and the other Secured Parties with respect to the Collateral, whether under the Credit Documents, applicable requirements of law or otherwise and (vii) execute any amendment, consent or waiver under the Security Documents on behalf of the Secured Parties, to the extent consented to in accordance with Section 13.10 and the terms thereof; provided, however, that the Collateral Trustee hereby appoints, authorizes and directs each Lender, to the extent such Lender is not prohibited by doing so under any applicable law or regulation, to act as collateral sub-agent for the Collateral Trustee and the other Secured Parties for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Permitted Investments held by such Secured Party and may further authorize and direct the Secured Parties to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Collateral Trustee, and each Secured Party hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. (d) The Collateral Agent Trustee shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent Trustee herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Trustee in this Section 12.11 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 Trustee may act in any manner it may deem appropriate, in its sole discretion, given the Collateral AgentTrustee’s own interest in the Collateral as one of the Lenders and that the Collateral Agent Trustee shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or negligence, bad faith, willful misconduct or material breach of the Credit Documents (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Senior Secured Notes Intercreditor Agreement for the benefit of the Lenders and the other Secured Creditors. In addition, from immediately prior to and after the issuance of any Second Lien Notes, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the Second Lien Notes Intercreditor Agreement and any amendments to the Security Documents that may be necessary in connection therewith for the benefit of the Lenders and the Secured Creditors. The Collateral Agent agrees, for the benefit of all parties to this Agreement, to negotiate in good faith and in a timely manner the Second Lien Notes Intercreditor Agreement and any necessary amendments to the Security Documents, in each case, on customary terms and, to the extent that the respective parties have agreed to such terms, to enter into such documents immediately prior to such issuance. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement, the Senior Secured Notes Intercreditor Agreement, the Second Lien Notes Intercreditor Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than contingent indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being that is sold, disposed of, to be sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the as part of or in connection with any sale or other disposition thereof in compliance with permitted under Section 9.0210.02 or under any other Credit Document, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing Senior Secured Notes Intercreditor Agreement or the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSecond Lien Notes Intercreditor Agreement. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Intercreditor AgreementL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C Issuer hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (iA) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and Bank Guarantiesthe L/C Issuer shall have been made)), (B) and indefeasible payment and satisfaction in full that is sold or to be sold as part of all of the Obligations at any time arising under or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.01, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.11. (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral or the Intellectual Property exists or is owned by any Credit Agreement Party Borrower or any of its Subsidiaries other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request herefore shall deliver such Collateral to Agent or in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs The Lenders hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon the termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or (other than (A) contingent indemnification obligations and (B) Obligations in respect of this Agreement obligations that may thereafter arise with respect to Other Liabilities not yet due and payable; unless the Administrative Agent has received written notice, at least two (2) Business Days prior to the proposed date of any such release of Liens, stating that arrangements reasonably satisfactory to the applicable provider thereof in respect of obligations and liabilities under Cash Management Services and Bank Products constituting Obligations have not been made), all Letters of Credit shall have expired or terminated (or been collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank) and all Letter of Credit Documents Outstandings have been reduced to zero (or collateralized or backstopped in a manner reasonably satisfactory to the transactions contemplated hereby applicable Issuing Bank), or thereby, (ii) constituting property being sold of a Borrower or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) a Facility Guarantor upon the sale consummation of any transaction permitted by this Agreement as a result of which such Borrower or other disposition thereof in compliance with Section 9.02, Facility Guarantor (iiias applicable) if approved, authorized ceases to be a Borrower or ratified in writing by a Facility Guarantor (provided that the Required Lenders shall have consented to such transaction (or all of the Lenders hereunder, to the extent required by Section 13.12the Credit Agreement) and the terms of such consent did not provide otherwise) or (iii) constituting property being sold, transferred or disposed of in a Permitted Disposition (other than a Permitted Disposition to a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent or the Collateral Agent under the Loan Documents), (iv) subject to the conditions thereof, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to [Section]SECTION 9.01 of this Agreement. Except as otherwise may be expressly provided in above, the relevant Security DocumentsCollateral Agent will not release any of [the]such Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by the Administrative 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 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSECTION 8.17. (cb) The Collateral Agent shall have no obligation whatsoever to Upon at least two (2) Business Days’ prior written request by the Lenders Lead Borrower (or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to within such shorter period as 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 may agree in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related theretowriting), the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may act in any manner it may deem appropriate, in its sole discretion, given be necessary to evidence the Collateral Agent’s own interest in the Collateral as one release of the Lenders and Liens upon any Collateral described in SECTION 8.17(a); provided, however, that (i) the Collateral Agent shall have no duty 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 liability whatsoever 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 Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)Collateral.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Intercreditor AgreementAgent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in --------- order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of any Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including 91 the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in cash and satisfaction in full of all of the Obligations (including the Letter of Credit Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent if the applicable Borrower certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.029.3 (and the Agent may rely conclusively on any ----------- such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents.13.10(b). ---------------- (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the applicable Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute -------- any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Borrower or any Subsidiary in respect of) all interests retained by such Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party the Borrowers or any of its Subsidiaries Subsidiary or is cared for, protected or insured or that the Liens liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 13.10 or in any of the Security Documents, it ------------- being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12) in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders (or all the Lenders, as the case may be) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of 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 the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in this Agreement and/or the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Intercreditor AgreementL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C issuer hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, : (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (iA) upon termination of the Aggregate Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of the Obligations at any time arising under all Letters of Credit, (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.01, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.11. (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Borrower or any of its Subsidiaries other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 9.11 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender hereby authorizes and directs the Collateral Agent to enter into the Security Documents and for the Intercreditor Agreementbenefit of such Lender. Each Lender also authorizes Agent to enter into Subordination Agreements with respect to any Subordinated Debt, whether in existence as of the Closing Date or created, incurred or assumed at any time following the Closing Date. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinout in Section 14.8(a), any action taken by the Required Lenders Agent, in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of the Intercreditor Documents and any Subordination Agreement, and the exercise by the Required Lenders Agent of the powers set forth out herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral Collateral, the Security Documents or Security Documents, subject to the provisions of the Intercreditor Agreement, any Subordination Agreement which may be necessary to (i) perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents, (ii) subordinate any Subordinated Debt (and any Liens securing any such Subordinated Debt) to the Obligations (and the Liens securing the Obligations), and (iii) exercise Agent’s rights and remedies and enforce the covenants and obligations of Borrower, any Guarantor or any holder of Subordinated Debt under any Subordination Agreement. (b) The Lenders Each Lender hereby authorize the Collateral authorizes Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (i) upon payment in full of the Loans and all other Obligations (other than contingent indemnification obligations) and termination of the Revolving Credit Commitments, the WC Revolving Credit Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyother commitment by Lenders hereunder, (ii) constituting property being that is sold or otherwise disposed to be sold as part of (to Persons or in connection with any sale permitted hereunder or under any other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02Loan Document, (iii) subject to Section 14.8(a), if approved, authorized or ratified in writing by the Required Lenders (Lenders, or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in connection with any foreclosure sale or other disposition of Collateral after the relevant Security Documentsoccurrence of a Default. Upon request by the Administrative Agent at any time, the Lenders each Lender will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10. (c) The Collateral Subject to subsection (b) above, Agent shall (and is hereby authorized by each Lender to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent for the benefit of Agent and Lenders herein or pursuant to this Agreement upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligation or any Liens upon any interests retained by Borrower or any other Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to the Lenders any Lender or to any other Person to assure ensure that the Collateral exists or is owned by any Credit Agreement Party a Borrower or any of its Subsidiaries other Person or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Security Documents or pursuant hereto to this Agreement or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders. (e) Each Lender hereby appoints Agent and each other Lender as agent for the purpose of perfecting such Lender’s security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall notify Agent thereof and, promptly upon Agent’s request therefor, shall deliver such Collateral to Agent or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)accordance with Agent’s instructions.

Collateral Matters. Each of the Lenders (including in its capacity as a potential Hedge Bank), L/C Issuers and Alternative L/C Issuers irrevocably authorize the Administrative Agent and/or the Security Trustee, as applicable: (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, sign for and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all the Lenders as Secured Parties the Collateral Documents for the benefit of the Lenders, without Lenders and 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, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.Secured Parties; (b) The Lenders hereby authorize to agree, on behalf of the Collateral Agent, at its option and in its discretionLenders, to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities which are accrued and payable under Treasury Services Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) and the expiration or termination of all Letters of Credit and Bank Guaranties) Alternative Letters of Credit (other than Letters of Credit or Alternative Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and indefeasible payment substance reasonably satisfactory to the Administrative Agent and/or the Security Trustee or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and/or the Security Trustee and satisfaction in full of all of the Obligations at any time arising under relevant L/C Issuer or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyAlternative L/C Issuer, as applicable, shall have been made), (ii) constituting at the time the property being sold subject to such Lien is disposed or otherwise to be disposed as part of or in connection with any Asset Disposition permitted hereunder or under any other Loan Document (to Persons other than the U.S. Borrower a lease and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02than to a Person that is a Loan Party), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders Lenders, (iv) if the property subject to such Lien is owned by a Guarantor or all Additional Borrower, upon resignation of such Additional Borrower or Additional Guarantor pursuant to Section 10.22, or release of such Guarantor from its obligations under its Guaranty pursuant to Section 11.09, (v) if such property becomes an Excluded Asset, (vi) to release and re-take any Lien on Collateral to the extent otherwise permitted by the terms thereof, (vii) to the extent such release is required pursuant to the terms of any Intercreditor Agreement, (viii) in connection with any merger or other transaction permitted by and in compliance with Section 5.01 of Annex II, (ix) as a result of, and in connection with, any Solvent Liquidation or (x) if the property subject to such Lien is a Subordinated Shareholder Loan that is the subject of a Pledge Agreement pursuant to Section 6.18; provided that, in the case of this clause (ix), such Indebtedness shall, upon such release, not constitute a Subordinated Shareholder Loan for purposes of this Agreement until such time as each creditor in respect of any such Indebtedness enter into a Pledge Agreement pursuant to Section 6.18; and (c) to agree, on behalf of the Lenders hereunderLenders, to release or subordinate any Lien on any property granted to or held by the Administrative Agent and/or the Security Trustee under any Loan Document to the holder of any Lien on such property that is permitted by Section 4.12 of Annex II to the extent required by Section 13.12)the holder of, (iv) as otherwise may be expressly provided in or pursuant to the relevant Security Documentsterms of any agreement governing, the obligations secured by such Liens. Upon request by the Administrative Agent and/or the Security Trustee at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s and/or the Security Trustee’s authority to agree to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent 9.10. In each case as specified in this Section 12.11 9.10, the Administrative Agent and/or the Security Trustee will (and each Lender irrevocably authorizes the Administrative Agent and/or the Security Trustee, as applicable, to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in any such item in accordance with the terms of the Security Documents, it being understood Loan Documents and agreed that in respect this Section 9.10. In relation to any provision of this Agreement which requires the a Grantor or any member of the Collateral, Restricted Group to deliver a Collateral Document for the purposes of granting any Guaranty or any act, omission or event related theretoCollateral for the benefit of the Finance Parties, the Security Trustee and/or the Administrative Agent, as applicable, shall execute, as soon as reasonably practicable, any such guarantee or Collateral Agent may act Document in any manner agreed form which is presented to it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)execution.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note Loan or participant in Letters of Credit Committed Amount (or Bank Guaranty any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon the termination or expiration of the Committed Amounts and the payment and satisfaction of all principal of and interest on each Loan and all fees and then-accrued expenses payable hereunder and the expiration or termination of the Commitments (and all Letters of Credit and Bank Guaranties(other than those that have been fully cash collateralized on customary terms reasonably acceptable to the applicable Issuing Bank) and indefeasible payment and satisfaction in full the reimbursement of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyLC Disbursements, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.06, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 9.02) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents8.12. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Borrower Party or any other grantor of its Subsidiaries a Lien under the Security Documents or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 8.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders Lenders, and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Security Documents (i) if such Person ceases to be a Restricted Subsidiary, (ii) upon such Person ceasing to be a required Guarantor pursuant a sale or other disposition in compliance with Section 6.06, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 9.02) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release any such Guarantor pursuant to this Section 8.12.

Collateral Matters. (a) Each Lender Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents Documents, the Closing Date Intercreditor Agreement, and any other Intercreditor Agreement, intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document, the Closing Date Intercreditor AgreementAgreement and any other Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty and each other Secured Party by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to create, perfect and or maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Secured Parties hereby authorize the Collateral Agent, at its option and in its discretion, to subordinate or release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been made) at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.029.5, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) constituting an Excluded Asset or (v) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders Secured Parties or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Secured Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Administrative Agent and the Collateral Agent shall be authorized, without the consent of any Secured Party, to enter into or execute the Security Documents on or prior to the Closing Date, and, from time to time, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any Intercreditor Agreement and any additional and replacement Intercreditor Agreements in each case in order to effect the subordination of and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Liens junior to or pari passu with or senior to the Obligations, that are, in each case, incurred in accordance with Section 9, and to establish certain relative rights as between the holders of the Obligations and the holders of the Indebtedness secured by such Liens. (e) Subject to Section 13.12, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or Disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other Disposition of assets or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 13.12) have otherwise consented or (ii) release any Guarantor from the Guarantee pursuant to Section 10.8 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 13.12) have otherwise consented. (f) [Reserved]. (g) Each Secured Party hereby authorizes the Collateral Agent (whether or not by or through employees or agents) to (i) exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Collateral Agent under the Security Documents together with such powers and discretions as are reasonably incidental thereto and (ii) take such action on its behalf as may from time to time be authorized under or in accordance with the Security Documents. At the request of the Collateral Agent, each Secured Party shall provide the Collateral Agent with a separate written power of attorney for the purposes of executing any agreements or document or otherwise acting on their behalf. (h) [Reserved]. (i) Each Secured Party hereby ratifies and approves all acts and declarations previously done by the Collateral Agent (or representative acting for and on its behalf) on such Secured Party’s behalf (including, but not limited to, for the avoidance of doubt, the declarations made by the Collateral Agent as representative without power of attorney in relation to the creation of any pledge on behalf and for the benefit of any Secured Party as future pledgee or otherwise). (j) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee or take any other action under any Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. (k) [Reserved]. (l) The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral. (m) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been made) have been paid indefeasibly in full and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if, after such release, any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (n) In each case as specified in this Section 12.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under any Security Document or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 12.10.

Collateral Matters. (aA) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and Financing Agreements for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, Financing Agreements and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of a Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Financing Agreements which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to any of the Security DocumentsFinancing Agreements. (bB) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) Collateral upon termination of this Agreement and the Revolving Credit Commitments (and all Letters of Credit Acquisition Loan Commitments and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations Liabilities at any time arising under or in respect of this Agreement or and the Credit Documents other Financing Agreements or the transactions contemplated hereby or thereby. In addition, Lenders hereby authorize Agent to release any Lien granted to or held by Agent upon any Collateral (iii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by Agent if a Borrower certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.02Subsection 8.6 hereof (and Agent may rely conclusively on any such certificate, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12without further inquiry), or (ivii) constituting Collateral with a value as otherwise may be expressly provided certified to Agent by a Borrower of less than $1,000,000 in the relevant Security Documentsaggregate in any Fiscal Year (and Agent may rely conclusively on any such certificate, without further inquiry). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or Subsection 10.10. (vC) constituting Equity Interests or assets Upon the release of any Subsidiary Lien in accordance with Subsection 10.10(B), and upon at least five (5) Business Days' prior written request by a Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the U.S. Borrower such Liens; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's reasonable opinion, would expose Agent to liability or create any obligation or entail any consequence other than the Bermuda Borrower) upon the liquidation or dissolution release of such Subsidiary Liens without recourse or warranty and (ii) such release shall not in a transaction permitted any manner discharge, affect or impair the Liabilities or any Liens upon (or obligations of such Borrower in respect of) all interests retained by such Borrower, including (without limitation) the Credit Documentsproceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all of the Expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (cD) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Borrower or any of its Subsidiaries other Person or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 Subsection 10.10 or in any of the Security Documents, Financing Agreements it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lenderthe Lenders, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Without limitation of the generality of the foregoing, the Administrative Agent, in its capacity as Collateral Agent, is hereby authorized to enter into the Collateral Agency Agreements in connection with the arrangements with the PBGC Ratable Lien as to certain Collateral (to the extent required by the PBGC Letter). (b) The Lenders hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of Loans and all other Obligations (as and to the Obligations at any time arising extent further described in (S)29 hereof) known to the Administrative Agent and payable under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, any other Loan Document; (ii) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder, including the circumstances described in (S)29 hereof; (iii) constituting property in which the Borrowers or any Subsidiary owned no interest at the time the lien was granted or at any time thereafter; (iv) constituting property leased to Persons other than the U.S. Borrower Borrowers or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Credit Agreement or is about to expire and its Subsidiarieswhich has not been, and is not intended by the Borrowers or such Subsidiary to be, renewed or extended; (v) upon the sale consisting of an instrument evidencing Indebtedness or other disposition thereof debt instrument, if the indebtedness evidenced thereby has been paid in compliance with Section 9.02, full; or (iiivi) if approved, authorized or ratified in writing by the Required Majority Lenders (or all of the Lenders hereunderLenders, to as the extent required by Section 13.12)case may be, (iv) as otherwise may be expressly provided in the relevant Security Documentsherein. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets S)16.10(b), provided that the absence of any Subsidiary of such confirmation for -------- whatever reason shall not affect the U.S. Borrower Administrative Agent's rights under this (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsS)16.10. (c) The Collateral Agent In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have no obligation whatsoever occurred, the Administrative Agent shall, if (a) so requested by the Majority Lenders and (b) the Lenders have provided to the Lenders or Administrative Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent may reasonably request, proceed to any other Person to assure that enforce the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any provisions of the Security Documents, Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it being understood and agreed that may have in respect of such Collateral. The Majority Lenders may direct the Collateral, Administrative Agent in writing as to the method and the extent of any such sale or any act, omission or event related theretoother disposition, the Collateral Lenders hereby agreeing to indemnify and hold the Administrative Agent may act harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any manner it may deem appropriateapplicable jurisdiction. (d) As an independent contractor empowered by the Lenders to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Administrative Agent is nevertheless a "representative" of the Lenders, as that term is defined in its sole discretionArticle 1 of the Uniform Commercial Code, given for purposes of actions for the Collateral Agent’s own interest in the Collateral as one benefit of the Lenders and that the Collateral Agents with respect to all collateral security and guaranties contemplated by the Loan Documents. Such actions include the designation of the Administrative Agent shall have no duty as "secured party", "mortgagee" or liability whatsoever the like on all financing statements and other documents and instruments, whether recorded or otherwise, relating to the attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to secure the payment or performance of any of the Obligations, all for the benefit of the Lenders and the Agents. For the avoidance of doubt, it is hereby understood and agreed by all parties hereto that subject to the other terms of this Credit Agreement, the Administrative Agent is also empowered to act in the name of and for the account of each of the Lenders where it is, under applicable law, necessary or advisable for the purpose of creating, filing, recording, registering or otherwise perfecting the security interest granted in any Collateral or the guarantees contemplated by the Loan Documents for the benefit of the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into accept the Security other Credit Documents and for the Intercreditor Agreement. Each Lender hereby agrees, and each holder benefit of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized authorized, on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action action, in its sole discretion, with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Credit Document which may be necessary or appropriate to perfect and maintain perfected or enforce the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documentsthis Agreement. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in immediately available funds and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebythereby (other than contingent indemnification obligations), (ii) constituting property Property being sold or otherwise disposed of (to Persons other than upon receipt of the U.S. Borrower and its Subsidiaries) upon proceeds of such sale by Agent if the sale or disposition is permitted under this Agreement or any other disposition thereof Credit Document or is made by Agent in compliance with Section 9.02, the enforcement of its rights hereunder following the occurrence of an Event of Default or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all Lenders hereunder; provided, however, that Agent may, in its discretion, upon request by Borrowers, release Agent’s Liens on Collateral value in the aggregate not in excess of Five Million Dollars ($5,000,000) during any one year period without the prior written approval or all authorization of any of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsother Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10(b). (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is in the possession of a custodian pursuant to the Custodian Agreement or is owned by any Credit Agreement Party or any of its Subsidiaries Borrowers or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 11.10 or in any of the Security Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the ABL Collateral Agent to enter into the Security Documents Documents, each Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the ABL Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of the each Intercreditor Agreement or any Replacement Intercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the ABL Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Revolving Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by the Collateral such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.02thereof, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), subsection 11.1) or (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets. Upon request by the Administrative Agent or the ABL Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentssubsection 10.9. (c) The Lenders hereby authorize the Administrative Agent and the Revolving Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 11.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the ABL Collateral Agent’s authority under this subsection 10.9(c). (d) No Agent or the Issuing Lender shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party the Parent Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.11 subsection 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The ABL Collateral Agent may, and hereby does, appoint the Administrative Agent as determined its agent for the purposes of holding any Collateral and/or perfecting the ABL Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree. (f) In connection with the sale or other disposition of the Capital Stock of any Borrower other than the Parent Borrower (other than to the Parent Borrower or a Restricted Subsidiary) or any other transaction pursuant to which such Borrower shall no longer be a Restricted Subsidiary, upon written notice by the Parent Borrower to the Administrative Agent, identifying such Borrower, describing such sale, disposition or other transaction and certifying that such transaction complies with this Agreement, the Administrative Agent shall execute and deliver to such Borrower (at its expense) all releases or other documents necessary or reasonably desirable for the release of such Borrower from its obligations as a court Borrower hereunder, and the ABL Collateral Agent shall execute and deliver to such Borrower (at its expense) all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable for the release of competent jurisdiction the Liens created under the Security Documents in a final and non-appealable decision)any property or assets of such Borrower, as such Borrower may reasonably request.

Collateral Matters. (a) Each Lender and each Issuing Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of such Person. Each Lender and each Issuing Bank hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin SECTION 11.10, any action taken by the Required Majority Lenders or the Super Majority Lenders, as the case may be, in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Majority Lenders or Super Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and all the Issuing Banks. The Collateral Agent is hereby authorized on behalf of all of the LendersLenders and all the Issuing Banks, without the necessity of any notice to or further consent from any Lender, Lender or any Issuing Bank from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and each Issuing Bank hereby authorize the Collateral Agent, at its option and in its discretion, to release or subordinate, as applicable, any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent, if the Funds Administrator certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon the Agent that such sale or other disposition thereof is made in compliance with Section 9.02SECTION 8.5 (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) that is subject to a Purchase Money Lien permitted under SECTION 8.4(C) or (iv) if approved, authorized or ratified in writing by the Required Lenders (Majority Lenders, unless such release or subordination is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsSECTION 11. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Without limiting the provisions of Section 9.09, each Lender hereby irrevocably authorizes and directs the Collateral Agent Administrative Agent, as “collateral agent” pursuant to Section 9.01(b) or otherwise, to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of such Lender. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 11.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, Lender from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Each of the Lenders hereby (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Cash Management Agreements and Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebyL/C Issuer shall have been made), (ii) constituting property being that is sold or otherwise disposed of (or to Persons other than the U.S. Borrower and its Subsidiaries) upon the be sold or otherwise disposed of as part of or in connection with any sale or other disposition thereof in compliance with Section 9.02permitted hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing in accordance with Section 11.01; 8884322.11 (ii) to subordinate any Lien on any property granted to or held by the Required Lenders (or all of the Lenders hereunder, Administrative Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), this Agreement or any other Loan Document; and (iviii) to release any Guarantor from its obligations under Article X if such Person ceases to be a Subsidiary as otherwise may be expressly provided in a result of a transaction permitted under the relevant Security Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.10. (c) The Collateral Administrative Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Loan Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 9.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except Lenders or the L/C Issuer. the Administrative Agent shall not be responsible or liable to the Lenders for its gross negligence any failure to monitor or willful misconduct (as determined by a court maintain any portion of competent jurisdiction in a final and non-appealable decision)the Collateral.

Collateral Matters. (ai) Each Lender authorizes The Collateral Custodian agrees to cooperate with the Administrative Agent, Facility Servicer and directs the Portfolio Asset Servicer regarding the delivery of any LoanPortfolio Asset File to the Facility Servicer, Portfolio Asset Servicer or Administrative Agent (pursuant to a written request in the form of Exhibit G), as applicable, as requested in order to take any action that the Administrative Agent (acting at the direction of the Majority Lenders) or the Facility Servicer deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to Article VI. In the event the Collateral Custodian receives instructions from the Facility Servicer or the Portfolio Asset Servicer which conflict with any instructions received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent. (ii) The Administrative Agent (acting at the direction of the Initial Lender) may direct the Collateral Custodian to enter into take any such incidental action hereunder. With respect to other actions which are incidental to the Security Documents actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the Intercreditor Agreement. Each Lender hereby agreesdirection of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, and each holder any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (A) shall be in violation of any Note Applicable Law or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed contrary 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 (B) shall expose the Security DocumentsCollateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten Business Days of its receipt of such request, subject then the Administrative Agent shall be deemed to have declined to consent to the provisions relevant action. (iii) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the Intercreditor Agreementextent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, and or 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 LendersAdministrative Agent. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity Custodian shall not be deemed to have notice or knowledge of any notice to or further consent from any Lendermatter hereunder, from time to time prior to including an Event of Default, to take any action unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian. (iv) In performing its duties, the Collateral Custodian shall comply with the standard of care and express terms of this Agreement with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documentscollateral that it holds hereunder. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents Documents, the Intercreditor Agreement and any Replacement Intercreditor Agreement for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters a Letter of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of the Intercreditor Agreement or any Replacement Intercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by the Collateral such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby and with no Letters of Credit outstanding (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and no other amounts owing hereunder, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.02subsection 7.4, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), subsection 10.1) or (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentssubsection 9.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 10.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this subsection. (d) No Agent or Issuing Lender shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party the Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.11 subsection 9.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Collateral Agent may, and hereby does, appoint the Administrative Agent as determined by a court its agent for the purposes of competent jurisdiction in a final holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and non-appealable decision)for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and other Financing Agreements for the Intercreditor Agreementbenefit of Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, agrees that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreementother Financing Agreements, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, Lender to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, other Financing Agreements which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to this Agreement and the Security Documentsother Financing Agreements. (b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, (i) to release any Lien granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Financing Agreement (ix) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all Loans and all other obligations of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, Borrower hereunder; (iiy) constituting property being sold or otherwise to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (z) subject to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, (iii) 12.1 if approved, authorized or ratified in writing by the Required Lenders Lenders; or (or all ii) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (v) of the Lenders hereunder, to definition of Permitted Liens (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the extent required Debt secured by any such Lien is permitted by Section 13.1213.2), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets 11.10. Each Lender hereby authorizes Agent to give blockage notices in connection with any Subordinated Debt at the direction of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Required Lenders and agrees that the Collateral Agent shall have no duty or liability whatsoever it will not act unilaterally to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)deliver such notices.

Collateral Matters. (a) Each Lender Secured Creditor hereby authorizes and directs the Administrative Agent or the Collateral Agent Agent, as applicable, to enter into the Guaranty, the Security Documents Documents, the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement and the Intercreditor Subordination Agreement for the benefit of the Lenders and the other Secured Creditors (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any other Indebtedness, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary in a written certificate to the Administrative Agent on or prior to the time such intercreditor agreement or subordination agreement is entered into (and the Lenders hereby authorize and direct the Administrative Agent and/or the Collateral Agent, as applicable to conclusively rely on such certificate in entering into such intercreditor agreement or subordination agreement)); provided, that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Term Secured Hedging Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, Agent to release or subordinate, as applicable, any Lien granted to or held by the Collateral Agent upon any CollateralCollateral (without notice to, subject or vote or consent of, any Lender, or any affiliate of any Lender that is a party to the provisions of the Intercreditor any Term Secured Hedging Agreement, ) (i) upon termination of the Commitments (Total Commitment and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification and reimbursement obligations and other than obligations in respect of any Term Secured Hedging Agreement) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, whether or not on the date of such release there may be outstanding Obligations in respect of Term Secured Hedging Agreements, (ii) constituting property being sold or otherwise disposed of (to Persons other than Holdings and the U.S. Borrower and its SubsidiariesQualified Credit Parties) upon the sale or other disposition thereof in compliance with Section 9.02thereof, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.1212.12), (iv) as otherwise may be expressly provided in the relevant Security Documents, in the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement and the Subordination Agreement, (v) constituting property (x) [reserved] or (y) following or concurrently with a sale or other disposition (to Persons other than Holdings and the Qualified Credit Parties) of a Subsidiary of Holdings, constituting property owned by such Subsidiary or (vi) constituting property subject to (or which will become subject to promptly following such release) Liens the beneficiaries of which require such Lien securing the Obligation to be released (as certified by a Responsible Officer of the Borrower), and the Collateral Agent shall promptly, at the written request of the Borrower, release or subordinate, as applicable, the Collateral Agent’s Liens on such property; provided, that the Borrower has delivered to the Agents a certificate executed by an Authorized Officer of the Borrower certifying that the applicable transaction is permitted under the Credit Documents (and the Lenders hereby authorize and direct the Agents to conclusively rely on such certificate in performing their obligations under this sentence). The Lenders hereby further authorize the Administrative Agent to release from its Guaranty any Subsidiary of Holdings upon the sale or other disposition thereof in its entirety (to Persons other than Holdings and its Restricted Subsidiaries) or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 12.12) have otherwise consented, and the Administrative Agent shall, at the written request of the Borrower, release such Subsidiary of Holdings from its Guaranty; provided, that the Borrower has delivered to the Agents a certificate executed by an Authorized Officer of the Borrower certifying that the applicable release is permitted under the Credit Documents (and the Lenders hereby authorize and direct the Agents to conclusively rely on such certificate in performing their obligations under this sentence). Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than inchoate indemnification and reimbursement obligations and obligations in respect of any Term Secured Hedging Agreement) have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Term Secured Hedging Agreement) take such actions as shall be required to release all guarantee obligations provided for in any Credit Document, whether or not on the date of such release there may be outstanding Obligations in respect of Term Secured Hedging Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (c) Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents11.10. (cd) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 11.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) (provided, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Revolving Loan Commitments (and all Letters of Credit and Bank GuarantiesCredit) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 12.10 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Majority Lenders or the Required Lenders Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Majority Lenders or the Required Lenders Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent and application of such proceeds in accordance with Section 3.5 hereof, if the Borrower certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.028.7 hereof (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, pursuant to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents11.10 hereof. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) The Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Majority Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower, the Agent shall have no obligation whatsoever to (and is hereby irrevocably authorized by the Lenders or to) execute such documents as may be necessary to any other Person to assure that evidence the Collateral exists or is owned by any Credit Agreement Party or any release of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto have been properly upon the Collateral that was sold or sufficiently transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or lawfully created, perfected, protected create any obligation or enforced entail any consequence other than the release of such Liens without recourse or are entitled to any particular priority, or to exercise or to continue exercising at all or warranty and (ii) such release shall not in any manner discharge, affect or under impair the obligations or any duty of care, disclosure Liens upon (or fidelity any obligations of the rights, authorities and powers granted Borrower or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that Subsidiary in respect of of) all interests retained by the Collateral, Borrower or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).any

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents (which, for purposes of this Section 12, also shall include all Cash Management Control Agreements, Landlord Personal Property Collateral Access Agreements, bailee agreements and similar agreements) and the Intercreditor AgreementAgreement for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of Documents or the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to and such Lien shall be released by the provisions of the Intercreditor Agreement, Collateral Agent (i) upon termination of the Commitments Total Revolving Loan Commitment (and all Letters of Credit and Bank GuarantiesCredit) and indefeasible payment and satisfaction in full of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower Company and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.02, (iii) constituting all property owned by any Credit Party or its Subsidiary, (x) all of which Equity Interests are sold or otherwise disposed of (including by merger or consolidation) to Persons other than the Company and its Subsidiaries in accordance with the terms and conditions of this Agreement or (y) which is designated or otherwise becomes an Unrestricted Subsidiary in accordance with the terms and conditions of this Agreement, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (ivv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm last sentence of each of Sections 10.01 and 10.02 or in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit DocumentsIntercreditor Agreement. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).133 #93457508v14

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12) in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders (or all the Lenders, as the case may be) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of 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 the Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions trans-actions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.0210.05, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in this Agreement and/or the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.1012.12. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.1012.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize and instruct the Collateral Agent to enter into each Intercreditor Agreement and to take all actions and execute all documents required or deemed advisable by it in accordance with the terms of each such Intercreditor Agreement.

Collateral Matters. (a) Each Lender and LC Issuer hereby irrevocably authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of such Lender and the Intercreditor AgreementLC Issuer. Each Lender and LC Issuer hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.1, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and LC Issuer. The Collateral Administrative Agent is hereby authorized (but not obligated) on behalf of all of the LendersLenders and LC Issuer, without the necessity of any notice to or further consent from any Lender, Lender or LC Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, which Documents that may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders Each Lender and LC Issuer hereby irrevocably authorize the Collateral Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Administrative Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (i1) upon termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the Commitments (and expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and Bank GuarantiesLC Issuer shall have been made), (2) and indefeasible payment and satisfaction in full that is Disposed of all or to be Disposed of the Obligations at any time arising under as part of or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiaries) upon the connection with any sale or other disposition thereof in compliance with Section 9.02Disposition permitted under the Loan Documents, (iii3) subject to Section 10.1, if approved, authorized or ratified in writing by the Required Lenders Lenders, or (4) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Lenders each Lender and LC Issuer will confirm in writing the Collateral Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets 9.12, provided that the absence of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentsconfirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) The Collateral Subject to subsection (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and LC Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and LC Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Restricted Person in respect of) all interests retained by Borrower or any other Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) Administrative Agent shall have no obligation whatsoever to the Lenders any Lender, LC Issuer or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Borrower or any of its Subsidiaries other Restricted Person or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 9.12 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to Lenders or LC Issuer. (e) Each Lender and LC Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and LC Issuer’s security interest in assets that, except for its gross negligence in accordance with Article 9 of the UCC, can be perfected only by possession. Should any Lender or willful misconduct LC Issuer (as determined by a court other than Administrative Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or LC Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in a final and non-appealable decision)accordance with Administrative Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Parties. Each Lender hereby agrees, and each holder of any Note Loan or participant in Letters of Credit Committed Amount (or Bank Guaranty any note evidencing a Loan) by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement Agreement, the Security Documents or the NEJD Intercompany Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Security Documents, subject to or the provisions of NEJD Intercompany Collateral or the Intercreditor AgreementNEJD Intercompany Security Documents, which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral and the NEJD Intercompany Collateral granted pursuant to the Security Documents and the NEJD Intercompany Security Documents, respectively. (b) The Lenders hereby authorize the Collateral Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject to Collateral or the provisions of the Intercreditor Agreement, NEJD Intercompany Collateral (i) upon termination of the Commitments (Committed Amounts and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Secured Obligations at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.026.06, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), 10.02) or (iv) as otherwise may be expressly provided in the relevant Security Documents or the NEJD Intercompany Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral or NEJD Intercompany Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents9.12. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral or the NEJD Intercompany Collateral exists or is owned by any Credit Agreement Borrower Party or any other grantor of its Subsidiaries a Lien under the Security Documents or the NEJD Intercompany Security Documents) or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 9.12 or in any of the Security Documents or the NEJD Intercompany Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral and the NEJD Intercompany Collateral as one of the Lenders Lenders, and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs each of the Collateral Agent Agents to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Administrative Agent to make such changes to the form of Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from time to time in order to obtain any Acknowledgment Agreement from any landlord, warehouseman, filler, packer, processor, mortgagee or any other party who has an interest in any real property where Collateral is located with respect to any Credit Party. Each Lender also authorizes and directs each of the Agents to review and approve all agreements regarding the lockboxes and the Intercreditor Agreementlockbox accounts (including the Lockbox Agreements) on such terms as the Agents deem necessary. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent and, with the prior approval of the Administrative Agent, the Canadian Agent, is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. (b) The Lenders hereby authorize the Collateral Administrative Agent and, with the prior approval of the Administrative Agent, the Canadian Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral either such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in cash and satisfaction in full of all of the Obligations (including the LOC Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by an Agent if the applicable Credit Party certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon such Agent that the sale or other disposition thereof is made in compliance with Section 9.029.5 (and such Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders (or Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative an Agent at any time, 115 122 the Lenders will confirm in writing the Collateral such Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents13.10(b). (c) The Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the applicable Credit Party, the Administrative Agent and, with the prior approval of the Administrative Agent, 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 granted to the Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) such Agent shall not be required to execute any such document on terms which, in such Agent's opinion, acting reasonably, would expose such Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Credit Party in respect of) all interests retained by such Credit Party, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Administrative Agent and, with the prior approval of the Administrative Agent, the Canadian Agent, shall be authorized to deduct all of the expenses reasonably incurred by such Agent from the proceeds of any such sale, transfer or foreclosure. (d) Neither Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any the Credit Agreement Party or any of its Subsidiaries Parties or is cared for, protected or insured or that the Liens liens granted to the Collateral either such 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 either such Agent in this Section 12.11 13.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Administrative Agent and, with the prior approval of the Administrative Agent, the Canadian Agent, may act in any manner it may deem appropriate, in its sole reasonable discretion, given the Collateral either such Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral either such Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Administrative Agent hereby authorizes and appoints the Canadian Agent as determined by a court the Administrative Agent's attorney-in-fact, to exercise all of competent jurisdiction the powers granted to the Canadian Agent in a final subsections (b) and non-appealable decision).(c) of this Section 13.10 on behalf of the Administrative Agent in its capacity as collateral agent under the Canadian Security Agreement. 116

Collateral Matters. (a) Each Lender and each Issuing Bank authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of such Person. Each Lender and each Issuing Bank hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 11.9, any action taken by the Required Majority Lenders in accordance with the provisions of this Agreement Agreement, the Collateral Documents or the Security Documents, subject to the provisions of the Intercreditor AgreementDIP Orders, and the exercise by the Required Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and all the Issuing Banks. The Collateral Agent is hereby authorized on behalf of all of the LendersLenders and all the Issuing Banks, without the necessity of any notice to or further consent from any Lender, any Affiliate of any Lender that is a party to any Specified Permitted Derivative Transaction or any Issuing Bank from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security DocumentsCollateral Documents and the DIP Orders. (b) The Lenders Each Lender and each Issuing Bank hereby authorize the Collateral Agent, at its option and in its discretion, to release or subordinate, as applicable, any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent, if the Borrower certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon the Agent that such sale or other disposition thereof is made in compliance with Section 9.028.5 (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) that is subject to a Purchase Money Lien permitted under Section 8.4(c) or (iv) if approved, authorized or ratified in writing by the Required Lenders (Majority Lenders, unless such release or subordination is required to be approved by all of the Lenders hereunder, pursuant to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents11.9. Upon request by the Administrative Agent at any time, the Lenders each Lender and each Issuing Bank will confirm in writing the Collateral Agent’s authority to release or subordinate particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Majority Lenders (or all Lenders, if such release is required to be approved by all of the Lenders pursuant to Section 11.9), and upon at least five (5) Business Days’ prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by each Lender and each Issuing Bank, to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Agent, the Lenders and the Issuing Banks herein or pursuant hereto upon the Collateral that was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to or create any Liability or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Credit Party in respect of) all interests retained by the Borrower or any Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders any Lender, any Affiliate of any Lender that is party to any Specified Permitted Derivative Transaction, any Issuing Bank or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party the Borrower or any of its Subsidiaries Subsidiary thereof or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or the DIP Orders or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 10.10 or in any of the Security DocumentsCollateral Documents or the DIP Orders, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Administrative Agent to enter into for the benefit of the Lenders and the other Secured Creditors (i) the Security Documents and and, if applicable, the Intercreditor AgreementAgreement and (ii) any amendments provided for under Section 2.14. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of Documents or the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral AgentAdministrative Agent to promptly upon the request of the Company, at its option and in its discretionthe Administrative Agent and the Lenders hereby agree with the Company to, to the automatic release any Lien granted to or held by the Collateral Administrative Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments Total Revolving Loan Commitment (and all Letters of Credit other than Letters of Credit that have been cash collateralized or backstopped by another letter of credit, in either case on terms and Bank Guarantiespursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to at least 102% of the aggregate Stated Amount of all Letters of Credit outstanding at such time))) and indefeasible payment and satisfaction in full of all of the Obligations (other than contingent payment obligations for which no claim has been made) at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesa Credit Party) upon the sale or other disposition thereof in compliance with Section 9.02not prohibited by this Agreement, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), ) or (iv) as otherwise may be expressly provided in the relevant Security Documents, the last sentence of Section 10.01 or in the Intercreditor Agreement (if in effect). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) The Collateral Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Administrative Agent in this Section 12.11 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 Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document in respect of the Collateral by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Administrative Agent. The Administrative Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Administrative Agent. (e) The Lenders authorize the Administrative Agent to promptly upon the request of the Company, and the Administrative Agent and the Lenders hereby agree with the Company to promptly, release the Mortgage and Lien on any Eligible Real Property so long as (i) no Event of Default has occurred and is continuing, (ii) after giving effect to such release Excess Availability is not less than 20% of Availability then in effect and (iii) the Credit Parties are not required to provide a Lien on such Eligible Real Property pursuant to Section 9.12. Upon such release, such Real Property shall no longer constitute Eligible Real Property, and shall not be included in the U.S. Borrowing Base until such time, if any, that the requirements set forth in the definition of Eligible Real Property have been satisfied with respect thereto.

Collateral Matters. (a) Each Lender authorizes and directs the Revolving Collateral Agent to enter into the Security Documents and Documents, the Intercreditor Agreement, and any Replacement Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Revolving Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of the Intercreditor Agreement or any Replacement Intercreditor Agreement, and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Revolving Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Revolving Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by the Collateral such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.02subsection 8.4, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12), subsection 11.1) or (iv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets. Upon request by the Administrative Agent or the Revolving Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentssubsection 10.9. (c) The Lenders hereby authorize the Administrative Agent and the Revolving Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 11.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Revolving Collateral Agent’s authority under this subsection 10.9(c). (d) No Agent or the Issuing Lender shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party the Parent Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.11 subsection 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) The Revolving Collateral Agent may, and hereby does, appoint the Administrative Agent as determined its agent for the purposes of holding any Collateral and/or perfecting the Revolving Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree. (f) In connection with the sale or other disposition of the Capital Stock of any Borrower other than the Parent Borrower (other than to the Parent Borrower or a Restricted Subsidiary) or any other transaction pursuant to which such Borrower shall no longer be a Restricted Subsidiary, upon written notice by the Parent Borrower to the Administrative Agent, identifying such Borrower, describing such sale, disposition or other transaction and certifying that such transaction complies with this Agreement, the Administrative Agent shall execute and deliver to such Borrower (at its expense) all releases or other documents necessary or reasonably desirable for the release of such Borrower from its obligations as a court Borrower hereunder, and the Revolving Collateral Agent shall execute and deliver to such Borrower (at its expense) all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable for the release of competent jurisdiction the Liens created under the Security Documents in a final and non-appealable decision)any property or assets of such Borrower, as such Borrower may reasonably request.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents and any Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Security Documents and any Intercreditor AgreementAgreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party of Additional Indebtedness (each an “Intercreditor Agreement Supplement”) to permit such Additional Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party, to the extent the Incurrence thereof, the creation of such Lien and such priority is permitted by the Loan Documents) and (z) any Lender Joinder Agreement as provided in subsection 2.6 and any amendments provided for under subsections 2.6 and 2.8 respectively. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement or Agreement, the Security Documents, subject to the provisions of the Documents or any Intercreditor Agreement, any Intercreditor Agreement Supplement, any Lender Joinder Agreement, any agreement required in connection with an Incremental Facility pursuant to subsection 2.6, and any agreement required in connection with an Extension Offer pursuant to subsection 2.8 and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent and the Collateral Agent is are hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Defaulttime, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by the Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by the Collateral Agent (acting at the direction of the Administrative Agent or the Required Lenders). The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any guarantee by any Subsidiary (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents. (b) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by the Collateral such Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Credit Loan Documents or the transactions contemplated hereby or therebythereby that are then due and unpaid, (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower and its Subsidiariesa Loan Party) upon the sale or other disposition thereof in compliance with Section 9.02subsection 8.4, (iii) owned by any Subsidiary Guarantor which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of Holdings or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereundersuch greater amount, to the extent required by Section 13.12subsection 11.1), (ivv) as otherwise may be expressly provided in the relevant Security DocumentsDocuments or (vi) to the extent required pursuant to the terms of any intercreditor agreement (including any Intercreditor Agreement); (B) enter into any intercreditor agreement (including any Intercreditor Agreement) on behalf of, and binding with respect to, the Lenders and their interest in designated assets, to give effect to any Special Purpose Financing, including to clarify the respective rights of all parties in and to designated assets; (C) at the written request of the Parent Borrower to subordinate any Lien on any Excluded Assets (or to confirm in writing the absence of any Lien thereon) or any other property granted to or held by such Agent under any Loan Document to the holder of any Permitted Lien that is permitted by the terms of this Agreement to rank senior to the Liens on the Collateral securing the Obligations; (D) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party if such Person (i)(x) ceases to be a Restricted Subsidiary of Holdings or (y) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up or otherwise ceases to exist, in each case pursuant to a transaction or other event permitted pursuant to this Agreement, (ii) Holdings delivers a written notice to the Administrative Agent certifying that it is intended such Subsidiary Guarantor be subject to an event described in paragraph (i)(y) above that is otherwise permitted pursuant to this Agreement and that the release of such Subsidiary Guarantor is necessary or desirable to effect such event, provided that the related events contemplated by (i)(y) above are consummated reasonably promptly after such release (taking into account all requirements under applicable laws) or (iii) becomes an Excluded Subsidiary and (E) to release any Subsidiary Borrower from its Obligations under any Loan Documents to which it is a party if such Person (i)(x) ceases to be a Restricted Subsidiary of Holdings or (y) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up or otherwise ceases to exist, in each case pursuant to a transaction or other event permitted pursuant to this Agreement, (ii) Holdings delivers a written notice to the Administrative Agent certifying that it is intended such Subsidiary Borrower be subject to an event described in paragraph (i)(y) above that is otherwise permitted pursuant to this Agreement and that the release of such Subsidiary Borrower is necessary or desirable to effect such event, provided that the related events contemplated by (i)(y) above are consummated reasonably promptly after such release (taking into account all requirements under applicable laws) or (iii) becomes an Excluded Subsidiary. Upon request by the Administrative Agent or the Collateral Agent, at any time, the Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement will confirm in writing the Collateral such Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documentssubsection 10.9. (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as the case may be, in each case at its option and in its discretion, to enter into any amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by subsection 11.17. Upon request by any Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this subsection 10.9(c). (d) No Agent shall have no any obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Holdings or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral any Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent Agents in this Section 12.11 subsection 10.9 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral such Agent’s own interest in the Collateral as one of the Lenders Lender (if any) and that the Collateral no Agent shall have no any duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as determined contemplated by a court and in accordance with either subsection 11.1 or 11.17, as applicable, with the written consent of competent jurisdiction in a final the Agent party thereto and non-appealable decision)the Loan Party party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Collateral Documents and for the Intercreditor Agreementbenefit of the Lenders. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or Requisite Lenders in accordance with the provisions of this Credit Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders or Requisite Lenders, as the case may be, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral 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, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, upon the direction of the Administrative Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than upon receipt of the U.S. Borrower and its Subsidiaries) upon proceeds of such sale by the sale or other disposition thereof Collateral Agent in compliance with Section 9.02, 8.1 hereof or (iii) if approved, authorized or ratified in writing by the Required Lenders (or and the Requisite Lenders, unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents10.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders and the Requisite Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Holdings, the Borrower or any of their respective Subsidiaries in respect of) all interests retained by Holdings, the Borrower or any of their respective Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any foreclosure or similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Holdings, the Borrower or any of its their respective Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 10.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.

Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs the Collateral Agent to enter into the Security Collateral Documents for the benefit of such Lender and the Intercreditor AgreementL/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth hereinin Section 10.01, any action taken by the Required Lenders Lenders, in accordance with the provisions of this Agreement or the Security Collateral Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the LendersL/C Issuer. The Collateral Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the LendersL/C Issuer, without the necessity of any notice to or further consent from any Lender, Lender or the L/C Issuer from time to time prior to to, an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens Liens upon the Collateral granted pursuant to the Security Collateral Documents. (b) The Lenders Each Lender and the L/C issuer hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent upon under any Collateral, subject to the provisions of the Intercreditor Agreement, Loan Document (iA) upon termination of the Aggregate Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of the Obligations at any time arising under all Letters of Credit, (B) that is sold or to be sold as part of or in respect of this Agreement connection with any sale permitted hereunder or the Credit Documents or the transactions contemplated hereby or therebyunder any other Loan Document, (iiC) constituting property being sold or otherwise disposed of (subject to Persons other than the U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02SECTION 10.01, (iii) if approved, authorized or ratified in writing by the Required Lenders Lenders, or (D) in connection with any foreclosure sale or all other disposition of Collateral after the Lenders hereunder, occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the extent required holder of any Lien on such property that is permitted by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documentsthis Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Lenders L/C Issuer will confirm in writing the Collateral Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents.SECTION 9.10. 42 (c) The Collateral Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent's opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) Agent shall have no obligation whatsoever to any Lender, the Lenders L/C Issuer or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party Borrower or any of its Subsidiaries other Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 SECTION 9.10 or in any of the Security Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders' and the L/C Issuer's security interest in assets which, except for its gross negligence in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or willful misconduct the L/C Issuer (as determined by a court other than Agent) obtain possession of competent jurisdiction any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or in a final and non-appealable decision)accordance with Agent's instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Intercreditor AgreementAgent to make such changes to the form Acknowledgment Agreement attached hereto as Exhibit A as the Agent deems necessary in order to obtain any --------- Acknowledgment Agreement from any landlord, warehouseman, filler, packer or processor of the Borrower. Each Lender also authorizes and directs the Agent to review and approve all agreements regarding lockboxes and lockbox accounts and blocked accounts (including the related lockbox or blocked account agreements) on such terms as the Agent deems necessary. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, 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. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment in cash and satisfaction in full of all of the Obligations (including the Letter of Credit Obligations) at any time arising under or in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (upon receipt of the proceeds of such sale by the Agent if the Borrower certifies to Persons other than the U.S. Borrower and its Subsidiaries) upon Agent that the sale or other disposition thereof is made in compliance with Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).------- 105

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the Intercreditor Agreementother Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit or Bank Guaranty by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the provisions of the Intercreditor Agreement, Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral, subject to the provisions of the Intercreditor Agreement, Collateral (i) upon termination of the Commitments (and all Letters of Credit and Bank Guaranties) and indefeasible payment and satisfaction in full of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or therebythereby (other than those arising from indemnities for which no claim has been made), (ii) constituting property being sold or otherwise disposed of (to Persons other than the U.S. Borrower Canadian Parent and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.02, 9.02 or (iii) if approved, authorized or ratified in writing by the Required Lenders (or unless such release is required to be approved by all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents12.10. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred, provided, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Canadian Parent or any of its Subsidiaries in respect of) all interests retained by the Canadian Parent or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any foreclosure or similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the costs and expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.11 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct.