Common use of Collateral Matters Clause in Contracts

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

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon the termination Full Payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property being sold, transferred in which the Obligors owned no interest at the time the Lien was granted or disposed of at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by this Agreementthe Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents and (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $2,500,000 during each Fiscal Year without the prior written authorization of any Lender, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders hereby irrevocably authorize (x) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) and (y) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

Collateral Matters. Each Lender (aincluding in its capacities as a potential Cash Management Bank and a potential Hedge Bank) The Lenders hereby irrevocably authorize authorizes and directs the Administrative Agent and the Collateral Agent to release take the actions to be taken by them as set forth in Sections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Lien upon Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral (i) upon Documents, and the termination exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the Commitments powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and payment and satisfaction in full binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all Obligations (other than contingent indemnity obligations of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to then unasserted claims), all Letters of Credit shall have expired any Collateral or terminated (or been collateralized Collateral Documents which may be necessary to perfect and maintain perfected the security interest in a manner satisfactory and liens upon the Collateral granted pursuant to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt Collateral Documents. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerSection 9.12. In each case as specified in this Section 9.12, Section 7.04, Section 10.01 and Section 10.24, the Collateral applicable Agent shall will (and is hereby each Lender irrevocably authorized by authorizes the Lenders applicable Agent to) ), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may be necessary 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, this Section 9.12, Section 7.04, Section 10.01 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 Loan Party or is cared for, protected or insured or that the Liens upon 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 described Agent in SECTION 8.16(a); providedthis Section 9.12, howeverSection 7.04, Section 10.24 or in any of the Collateral Documents, it being understood and agreed that (i) 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 not be required have no duty or liability whatsoever to execute any such document on terms whichthe Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, a final and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralnon-appealable decision).

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a8.16(b); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral and direct Agent to release any Lien Liens upon any Collateral (and any such Liens shall be automatically released, without any action by Agent or any other Person), (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Termination Date; (ii) constituting in respect of property of any Subsidiary being sold, transferred sold or disposed of or transferred (including property owned by any Subsidiary being sold or disposed of or transferred) if the sale or Disposition or transfer is made in compliance with this Agreement and the Loan Documents (or otherwise is not prohibited) (and Agent may, in its discretion, request, and rely conclusively without further inquiry on a Permitted certificate from the Borrower certifying as such prior to Agent taking any action to evidence such release) or such sale or Disposition upon receipt is approved by the Administrative Agent Requisite Lenders (or such greater number of the Net Proceeds thereof Lenders as may be required under Section 12.2); (iii) to the extent the applicable Collateral is or becomes Excluded Property and/or Excluded Principal Property; (iv) to the extent the applicable Collateral constitutes property leased to Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the Credit Party owning such Collateral is released from its Obligations hereunder (pursuant to Section 13.11 or otherwise); or (vi) as required by this Agreement. Except as provided above, the Collateral Agent will not release any terms of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersABL Intercreditor Agreement. Upon request by any Agent or any Loan Party Parent Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens Lien upon particular types or items of Collateral pursuant to this SECTION 8.16Section 10.11. In addition, the Lenders hereby authorize Agent, to subordinate any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to paragraph (6)(C) of the definition of Permitted Lien. In addition, the Guaranty of the Obligations by, and the liens on the assets of, any Restricted Subsidiary which is designated as an Unrestricted Subsidiary will automatically be terminated and released at the time of such designation. (b) Upon at least two Promptly, and in any event not later than five (25) Business Days’ prior following written request by the Lead Parent Borrower, the Collateral Agent shall (and is hereby irrevocably authorized and directed by the Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of the its Liens upon any such Collateral described in SECTION 8.16(aas contemplated by Section 10.11(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Credit Parties in respect of) all interests retained by any Loan PartyCredit Parties, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralCollateral to the extent contemplated by the Collateral Documents. Co-Collateral Agent shall act in concert with Agent in matters delegated to the both of them under this Agreement; however, in the event of any disagreement or dispute between Agent and Co-Collateral Agent in any such matter, the determination or decision of Agent shall, in all cases, control.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16.received: (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Perfection Certificate signed on behalf of the Borrower (or written evidence satisfactory to the Agent shall not be required (which may include transmission by electronic mail of a signed signature page to execute any the Perfection Certificate) that such document on terms which, in its reasonable opinion, would, under Applicable Law, expose party has signed a counterpart of the Collateral Agent to liability or create any obligation or entail any adverse consequence other than Perfection Certificate) dated as of the release of such Liens without recourse or warranty, and Closing Date, (ii) such release in respect of the Borrower and each of its Subsidiaries, the results of searches for any UCC financing statements, tax Liens or judgment Liens, as applicable, filed against the Borrower, its Subsidiaries or their respective property, which results shall not in show any manner discharge, affect or impair the Obligations or any such Liens (other than those expressly being releasedLiens permitted pursuant to Section 6.02), (iii) upon (or obligations evidence reasonably satisfactory to the Agent that arrangements are in place for the filing of any financing statements in respect of each Loan Party (other than the Canadian Parent) on Form UCC 1 in respect ofeach of the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, (iv) evidence reasonably satisfactory to the Agent that arrangements are in place for all interests retained original stock certificates representing all of the Equity Interests required to be pledged pursuant to the Pledge and Security Agreement, accompanied by any Loan Partyundated stock transfer powers or other proper instruments of transfer reasonably acceptable to the Agent executed in blank, including to be delivered to the Agent, (without limitationv) evidence reasonably satisfactory to the Agent that arrangements are in place for all original promissory notes and other instruments required to be pledged pursuant to the Pledge and Security Agreement, accompanied by note transfer powers or other proper instruments of transfer reasonably acceptable to the Agent executed in blank, to be delivered to the Agent, and (vi) a certificate of a Responsible Officer of the Borrower certifying that attached thereto are true, complete and correct copies of (A) each Material License as in effect on the Closing Date and (B) the proceeds of any sale, all of which shall continue to constitute part of the CollateralPurchase Agreement.

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

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into (x) the Security Documents, the Intercreditor Agreements and any Replacement 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 the Base Intercreditor Agreement, the Cash Flow Intercreditor Agreement or any Replacement Intercreditor Agreement or enter into other intercreditor agreements 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 Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in subsection 2.5, any Increase Supplement as provided in subsection 2.5, any Lender Joinder Agreement as provided in subsection 2.5, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to subsection 2.6 and any Extension Amendment as provided in subsection 2.7. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the Intercreditor Agreements, any Replacement Intercreditor Agreement, any other intercreditor agreement referred to in the previous sentence, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement, any Extension Amendment or any agreement required in connection with a Permitted Debt Exchange Offer 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 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, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by such Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (of the obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby and no other than contingent indemnity obligations with respect to then unasserted claims)amounts owing hereunder, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in a Permitted Disposition upon receipt compliance with subsection 7.4, (iii) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Required Lenders (or such greater amount, to the extent required by this Agreement. Except subsection 10.1) or (iv) as otherwise may be expressly provided abovein the relevant Security Documents or the Intercreditor Agreements, (B) enter into any intercreditor agreement on behalf of, and binding with respect to, the Collateral 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 or (C) to subordinate any Lien on any 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 will not release any of or the Collateral Agent, at any time, the Lenders will confirm in writing such Agent’s Liens without authority to release particular types or items of Collateral pursuant to this subsection 9.9. (c) The Lenders hereby authorize the prior written authorization of Administrative Agent and the Applicable LendersCollateral 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 or any Loan Party Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to under this SECTION 8.16subsection. (bd) Upon at least two (2) Business Days’ prior written request No Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by the Lead BorrowerBorrower or any of its Subsidiaries or is cared for, protected or insured or that the Collateral Liens granted to any Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to evidence the release any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the Liens upon rights, authorities and powers granted or available to the Agents in this subsection 9.9 or in any Collateral described of the Security Documents, it being understood and agreed that in SECTION 8.16(a); providedrespect of the Collateral, howeveror any act, that (i) the Collateral omission or event related thereto, each Agent shall not be required to execute may act in any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given such Agent’s own interest in the Collateral as Lender and that no Agent shall have any duty or liability whatsoever to liability the Lenders, except for its gross negligence or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warrantywillful misconduct. (e) 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. (iif) such release shall not in Notwithstanding any manner dischargeprovision herein to the contrary, affect or impair the Obligations or any Liens (other than those expressly being released) upon Security Document may be amended (or obligations amended and restated), restated, waived, supplemented or modified as contemplated by subsection 10.18 with the written consent of any the Agent party thereto and the 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 Collateralparty thereto.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments or waivers of or supplements to or other modifications to the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements 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 Parent Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Subsection 2.8, any Increase Supplement as provided in Subsection 2.8, any Lender Joinder Agreement as provided in Subsection 2.8, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension Amendment as provided in Subsection 2.10 and any Specified Refinancing Amendment as provided in Subsection 2.11. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified Refinancing Amendment 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, to take any action with respect to any applicable Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. 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. 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 irrevocably authorize the Collateral Agent each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon the termination of the Initial Term Loan Commitments and payment and satisfaction in full of all of the Term Loan Facility Obligations (other than contingent indemnity obligations with under the Loan Documents at any time arising under or in respect to of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then unasserted claims)due and unpaid, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof, (iii) owned by any Subsidiary Guarantor that becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of the Parent Borrower or constituting Capital Stock or other equity interests of an Excluded Subsidiary, (iv) if approved, authorized or ratified in a Permitted Disposition upon receipt writing by the Administrative Agent of the Net Proceeds thereof Required Lenders (or such greater amount, to the extent required by this Agreement. Except Subsection 11.1) or (v) as otherwise may be expressly provided abovein the relevant Security Documents, (B) at the Collateral Agent will not written request of the Borrower Representative 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 Permitted Lien and (C) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersParent Borrower or becomes an Excluded Subsidiary. Upon request by any Agent or any Loan Party 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 any Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Subsection 10.8. (bc) 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 at least two (2) Business Days’ prior written request by the Lead Borrowerany 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 Administrative Agent’s and the Collateral Agent’s authority under this Subsection 10.8(c). (d) No Agent shall (have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by Holdings, the Parent Borrower or any of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to 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 is hereby irrevocably authorized powers granted or available to the Agents in this Subsection 10.8 or in any of the Security Documents, it being understood and agreed by the Lenders to) execute such documents as may be necessary to evidence the release that in respect of the Liens upon Collateral, or any Collateral described act, omission or event related thereto, each Agent may act in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given such Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or liability whatsoever to liability the Lenders, except for its bad faith, gross negligence or create willful misconduct. (e) Notwithstanding any obligation provision herein to the contrary, any Security Document may be amended (or entail any adverse consequence other than amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with either Subsection 11.1 or 11.17, as applicable, with the release written consent of such Liens without recourse or warrantythe Agent party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and (ii) 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 release shall not in any manner discharge, affect or impair other action with respect to the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue collateral as such Agents may from time to constitute part of the Collateraltime agree.

Collateral Matters. (a) Each Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and any Intercreditor Agreement, other 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 and any Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note 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 (or such greater number of Lenders as may be required hereunder) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Lenders Collateral Agent is hereby irrevocably authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Secured Parties hereby authorize the Collateral Agent to release release, at the Borrower’s sole cost and expense, any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than contingent indemnity obligations with inchoate indemnification obligations) at any time arising under or in respect to then unasserted claims)of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in a Permitted Disposition upon receipt compliance with Section 9.5, (iii) if approved, authorized or ratified in writing by the Administrative Agent Required Lenders (or all of the Net Proceeds thereof Lenders hereunder, to the extent required by this Agreement. Except Section 13.12) or (iv) as otherwise may be expressly provided above, in the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersrelevant Security Documents. Upon request by any the Administrative Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 12.10. (bc) Upon The Collateral Agent shall have no obligation whatsoever to the Secured Parties or to any other Person to assure that the Collateral exists or is owned by any Secured Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at least two (2) Business Days’ prior written request by all or in any manner or under any duty of care, disclosure or fidelity any of the Lead Borrowerrights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent shall (and is hereby irrevocably authorized by may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, and that (i) the Collateral Agent shall not be required have no duty or liability whatsoever to execute any such document on terms whichthe Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, a final and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralnon-appealable decision).

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

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

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon the termination Full Payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property being sold, transferred in which the Obligors owned no interest at the time the Lien was granted or disposed of at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by this Agreementthe Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset, and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, so consents to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r) of the definition of Permitted Liens, or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of “Permitted Liens”, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral (other than, in each case any Inventory or Fracturing Equipment Parts (as defined in the Initial Intercreditor Agreement)) at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into (x) the Security Documents, the ABL Intercreditor Agreement, the 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 Intercreditor Agreement, the Intercreditor Agreement and any Other Intercreditor Agreement or other intercreditor agreements 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 Holdings or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment as provided in Subsection 2.8, any Increase Supplement as provided in Subsection 2.8, any Lender Joinder Agreement as provided in Subsection 2.8, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to Subsection 2.9, any Extension Amendment as provided in Subsection 2.10 and any Specified Refinancing Amendment as provided in Subsection 2.11. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, the ABL Intercreditor Agreement, the Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified Refinancing Amendment 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, to take any action with respect to any applicable Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. 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. 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 irrevocably authorize the Collateral Agent each Agent, in each case at its option and in its discretion, (A) to release any Lien granted to or held by such Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all of the Term Loan Facilities Obligations (other than contingent indemnity obligations with respect to then unasserted claims)under the Loan Documents, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a Permitted Disposition certificate to that effect provided to it by any Loan Party upon receipt its reasonable request without further inquiry), (iii) owned by any Subsidiary Guarantor which becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary of Holdings or constituting Equity Interests of an Excluded Subsidiary (other than the Equity Interests of Foreign Subsidiaries), (iv) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Required Lenders (or such greater amount, to the extent required by Subsection 11.1) or (v) as otherwise may be expressly provided in the relevant Security Documents, (B) at the written request of the Borrower 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 Permitted Lien (other than Permitted Liens securing the Obligations under the Loan Documents or that are required by the express terms of this Agreement. Except as provided above, Agreement to be pari passu with or junior to the Liens on the Collateral Agent will not securing the Term Loan Facilities Obligations pursuant to the Intercreditor Agreement or an Other Intercreditor Agreement) and (C) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party if such Person ceases to be a Restricted Subsidiary of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersHoldings or becomes an Excluded Subsidiary. Upon request by any Agent or any Loan Party 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 any Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Subsection 10.8. (bc) 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 at least two (2) Business Days’ prior written request by the Lead Borrowerany Agent, at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority under this Subsection 10.8(c). (d) No Agent shall (have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by Holdings, the Borrower or any of its Restricted Subsidiaries or is cared for, protected or insured or that the Liens granted to 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 is hereby irrevocably authorized powers granted or available to the Agents in this Subsection 10.8 or in any of the Security Documents, it being understood and agreed by the Lenders to) execute such documents as may be necessary to evidence the release that in respect of the Liens upon Collateral, or any Collateral described act, omission or event related thereto, each Agent may act in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given such Agent’s own interest in the Collateral as a Lender and that no Agent shall have any duty or liability whatsoever to liability the Lenders, except for its gross negligence or create willful misconduct. (e) Notwithstanding any obligation provision herein to the contrary, any Security Document may be amended (or entail any adverse consequence other than amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with either Subsection 11.1 or 11.17, as applicable, with the release written consent of such Liens without recourse or warrantythe Agent party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and (ii) 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 release shall not in any manner discharge, affect or impair other action with respect to the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue collateral as such Agents may from time to constitute part of the Collateraltime agree.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon The Collateral Custodian agrees to cooperate with the termination Administrative Agent, the Calculation Agent, Initial Lender and 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, Initial lender or the Administrative Agent (pursuant to a written request in the form of Exhibit E), as applicable, as requested in order to take any action that the Administrative Agent (acting at the direction of the Commitments and payment and satisfaction Majority Lenders) or the Calculation Agent deems necessary or reasonably desirable in full order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of all Obligations (other than contingent indemnity obligations them to exercise or enforce any of their respective rights hereunder or under any Transaction Document, including any rights arising with respect to then unasserted claims)Article VI. In the event the Collateral Custodian receives instructions from the Applicable Servicer which conflict with any instructions received by the Administrative Agent, all Letters of Credit the Collateral Custodian shall have expired or terminated (or been collateralized in a manner satisfactory to rely on and follow the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to instructions given by the applicable Issuing Bank), or Administrative Agent. (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the The Administrative Agent (acting at the direction of the Net Proceeds thereof Majority Lenders) may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the extent required by this Agreement. Except as provided aboveactions specifically delegated to the Collateral Custodian hereunder, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent Custodian shall not be required to execute take any such document on terms whichincidental 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 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 its the reasonable opiniondetermination of the Collateral Custodian, would, under (A) shall be in violation of any Applicable Law, Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Agent Custodian to liability hereunder or create any obligation 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 entail any adverse consequence other than negative) from the release Administrative Agent within 10 Business Days of its receipt of such Liens without recourse or warrantyrequest, and then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiiii) such release The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in any manner discharge, affect accordance with the request or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations direction of any Loan Party in respect of) all interests retained by any Loan Secured Party, including (without limitation) to the proceeds extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any salematter hereunder, all including an Event of which shall continue to constitute part Default, unless a Responsible Officer of the CollateralCollateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian. Notice or knowledge of any matter by the Administrative Agent and other publicly available information shall not constitute notice or actual knowledge of the Collateral Custodian. The Collateral Custodian’s receipt of reports (including monthly distribution reports) and any publicly available information, shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein.

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

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien upon any its Liens on the Collateral (i) upon the termination Full Payment of the Commitments Obligations; and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed upon a disposition of in Collateral permitted by Section 8.8 to a Permitted Disposition upon receipt by Person that is not an Obligor; and (iii) if the Administrative Agent percentage of the Net Proceeds thereof Lenders required to consent to the extent required by this AgreementCollateral being released hereunder, consent to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1). Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q)(i) (as to Current Asset Collateral and, subject to exceeding certain caps, the Fixed Asset Collateral), and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement (and, as applicable, the and the Monarch Acquisition Intercreditor Agreement), or, if the ABL Intercreditor Agreement and the Monarch Acquisition Intercreditor Agreement are not then in effect, to the applicable Obligor. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act with the consent or at the direction of the Required Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Administrative Agent and the Canadian Agent, as applicable, to take actions to evidence the release of any Lien upon any Collateral Collateral: (i) upon the termination of the Domestic Commitments and the Canadian Commitments, as applicable, and payment and satisfaction in full by the Domestic Borrowers of all Obligations and the Canadian Borrower of all Canadian Liabilities, as applicable and, if the Obligations have been accelerated and Liquidation has commenced, the Other Liabilities then due and payable (in any event other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing BankBanks) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing BankBanks), or ; (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition or other transaction permitted hereunder upon receipt by the Administrative Agent or the Canadian Agent, as applicable, of the Net Proceeds thereof to the extent required by this AgreementAgreement (or, if no such Net Proceeds are required to be remitted to the Administrative Agent or the Canadian Agent, as applicable, upon consummation of such transaction); (iii) to the extent such Collateral is owned by a Loan Party, upon the release of such Loan Party from its obligations under the Loan Documents to the extent such release occurs as a result of a Permitted Disposition or other transaction permitted under SECTION 6.03, resulting in such Person ceasing to be a Loan Party; or (iv) upon request of the Lead Borrower, constituting Real Estate being transferred from a Domestic Loan Party to another Domestic Loan Party but only to the extent that after such transfer, no Event of Default exists. Except as provided above, the Collateral Administrative Agent or the Canadian Agent, as applicable, will not release any of the Collateral Agent’s or Canadian Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s or the Canadian Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.168.18. (b) The Lenders hereby authorize the Administrative Agent and the Canadian Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document or Intercreditor Agreement, as may be necessary or desirable to reflect the intent of this Agreement and the refinancing of any Indebtedness permitted hereunder. Upon request by the Administrative Agent, the Canadian Agent or any Loan Party at any time, the Lenders will confirm in writing the Administrative Agent’s or the Canadian Agent’s authority to enter into such agreements, amendments or supplements. (c) Upon at least two (2) Business Days’ prior written request by the Lead Borrower or the Canadian Borrower, as applicable, the Collateral Administrative Agent or the Canadian Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a8.18(a); provided, however, that (i) neither the Collateral Administrative Agent nor the Canadian Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Administrative Agent or the Canadian Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Obligations, the Other Liabilities, the Canadian Liabilities, or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by to a Person that is not a Loan Party, (iii) which constitutes property subject to the Administrative Agent proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in Section 2.1 of the Net Proceeds thereof Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the extent required by this AgreementCollateral of any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION Section 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the The Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION Section 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (t) of the definition of Permitted Encumbrances. (d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon The Collateral Custodian agrees to cooperate with the termination Administrative Agent, Facility Servicer and the Portfolio Asset Servicer regarding the delivery of any Portfolio 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 Commitments and payment and satisfaction Majority Lenders) or the Facility Servicer deems necessary or desirable in full order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of all Obligations (other than contingent indemnity obligations them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to then unasserted claims)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, all Letters of Credit the Collateral Custodian shall have expired or terminated (or been collateralized in a manner satisfactory to rely on and follow the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to instructions given by the applicable Issuing Bank), or Administrative Agent. (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the The Administrative Agent (acting at the direction of the Net Proceeds thereof Majority Lenders) may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the extent required by this Agreement. Except as provided aboveactions specifically delegated to the Collateral Custodian hereunder, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent Custodian shall not be required to execute take any such document on terms whichincidental 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 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 its the reasonable opiniondetermination of the Collateral Custodian, would, under (A) shall be in violation of any Applicable Law, Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Agent Custodian to liability hereunder or create any obligation 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 entail any adverse consequence other than negative) from the release Administrative Agent within ten Business Days of its receipt of such Liens without recourse or warrantyrequest, and then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiiii) such release The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in any manner discharge, affect accordance with the request or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations direction of any Loan Party in respect of) all interests retained by any Loan Secured Party, including (without limitation) to the proceeds extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any salematter hereunder, all including an Event of which shall continue to constitute part Default, unless a Responsible Officer of the CollateralCollateral 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 the collateral that it holds hereunder.

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Collateral or any Lien upon on any Collateral (i) upon the termination of all of the Commitments and payment and satisfaction in full by Borrower of all Credit Party Obligations (other than unasserted contingent indemnity obligations with respect to then unasserted claimsindemnification obligations), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being that is permitted to be sold, transferred or otherwise disposed of under this Agreement or any other Credit Document, (iii) that is owned by a Guarantor that is permitted to be released under this Agreement or any other Credit Documents, or (iv) constituting property in a Permitted Disposition upon receipt by which the Administrative Agent of Loan Parties and their respective Subsidiaries owned no interest at the Net Proceeds thereof to time the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersLien was granted nor at any time thereafter. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 8.11; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its Agent’s reasonable opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Credit Party Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Credit Party in respect of) all interests retained by any Loan Credit Party, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Subject to the foregoing proviso, Agent further agrees that, in connection with any transaction described in the foregoing clauses (i) — (iv) and as soon as is reasonably practicable after its receipt of a written request from the Initial Borrower specifying in reasonable detail the Collateral proposed to be released in connection with such transaction and the basis for such release, it will execute and deliver to the Initial Borrower (at the Initial Borrower’s sole cost and expense) such collateral release documentation as the Initial Borrower shall reasonably request to evidence such release; provided that prior to, and immediately after giving effect to, such release no Default or Event of Default is in existence. (b) The Agent shall not have any obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Credit Parties or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Credit Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, the Initial Borrower, the Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral or to enforce any of the Security Documents, it being understood and agreed that all powers, rights and remedies thereunder may be exercised solely by the Agent, on behalf of the Lenders in accordance with the terms hereof and thereof. Each Lender hereby, on and after the effective date of the HY Intercreditor Agreement, (i) agrees to be bound by the terms thereof and (ii) authorizes the Agent and the collateral agent thereunder to take any and all action required to be taken by such Person (or from refraining from taking any action) pursuant to the terms of the HY Intercreditor Agreement.

Collateral Matters. (a) Except as otherwise set forth herein, any action or exercise of powers by the Agent provided under the Loan Documents, together with such other powers as are reasonably incidental thereto, shall be deemed authorized by and binding upon all of the Lenders. At any time and without notice to or consent from any Lender, the Agent may take any action necessary or advisable to perfect and maintain the perfection of the Liens upon the Collateral. (b) The Lenders hereby irrevocably authorize the Collateral Agent is authorized to release any Lien granted to or held by it upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)of the Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being soldrequired to be delivered from permitted sales of Collateral hereunder, transferred or disposed of in a Permitted Disposition if any, upon receipt of the proceeds by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above(or, if permitted hereunder, the Collateral Borrower) or (iii) if the release can be and is approved by the Required Lenders (or all the Lenders, if so required under Section 11.5). The Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon may request by any Agent or any Loan Party at any time, and the Lenders will confirm in writing provide confirmation of the Collateral Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Collateral. (bc) Upon any sale or 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 two (2) five Business Days’ ' prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a); providedthat was sold or transferred, however, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its the Agent's reasonable opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Borrower in respect of) all interests retained by any Loan Partythe Borrower, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall not have any obligation to assure that the Collateral exists or is owned by the Borrower, that the Collateral is cared for, protected or insured, or that the Liens on the Collateral have been created or perfected or have any particular priority. With respect to the Collateral, the Agent may act in any manner it may deem appropriate, in its sole discretion, given NFBC's own interest in the Collateral as one of the Lenders, and it shall have no duty or liability whatsoever to the Lenders with respect thereto, except for its gross negligence or willful misconduct.

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize and direct the Collateral Agent to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination cancellation of the Commitments this Agreement and indefeasible payment and satisfaction of the Term Loan and all other Obligations which have matured and which Agent has been notified in full writing are then due and payable, (ii) upon the sale, transfer or other disposition of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized such Collateral in a manner satisfactory to permitted under the applicable Issuing BankLoan Documents and/or (iii) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch asset becoming Excluded Property. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. section. Notwithstanding anything in Section 12.7 to the contrary, (a) any Guarantor shall automatically be released from its obligations hereunder (and its Guaranty and any Liens on its property constituting Collateral shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Guarantor ceases to be a Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the earlier to occur of (x) the Termination Date and (y) the Term Loan Maturity Date and/or (b) Upon at least two any Guarantor that qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (2and its Guaranty and any Liens on its property constituting Collateral shall be automatically released) Business Days’ prior written request by the Lead Agent promptly following the request therefor by the Borrower. In connection with any such release, the Collateral Administrative Agent shall (promptly execute and is hereby irrevocably authorized deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. Any execution and delivery of any document pursuant to the preceding sentence of this Section 14.7 shall be without recourse to or warranty by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being releasedas to the Agent’s authority to execute and deliver such documents). The Lenders hereby irrevocably authorize and direct the Agent to enter into the ▇▇▇▇▇▇/TRG Subordination Agreement and any intercreditor agreement as contemplated by clause (z) 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 Collateraldefinition of “Permitted Liens”.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien upon on any of the Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)Obligations, or (ii) constituting property being sold, transferred sold or disposed of if Administrative Borrower or any Loan Party certifies to Agent that the sale or disposition is not prohibited by Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a Permitted Disposition upon receipt by value in the Administrative Agent aggregate in any twelve (12) month period of the Net Proceeds thereof less than $5,000,000, and to the extent Agent may release its Lien on any such Collateral pursuant to the sale or other disposition thereof, such sale or other disposition shall be deemed consented to by Lenders, or (v) if required by this Agreement. Except as provided above, or permitted under the Collateral Agent will not release terms of any of the other Loan Documents, including any intercreditor agreement, or (vi) constituting property leased to a Loan Party under a lease that has expired or is terminated, or (vii) subject to Section 14.1 and the Security Agreement, if the release is approved, authorized or ratified in writing by the Required Lenders. In no event shall the consent or approval of an Issuing Lender to any release of Collateral Agent’s Liens without be required. Nothing contained herein shall be construed to require the prior written authorization consent of the Applicable Lendersany Bank Product Provider to any release of any Collateral or termination of security interests in any Collateral. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.11; provided, howeverthat, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrower in respect of) all interests retained by any Loan Party, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. (b) The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (A) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code or other bankruptcy or insolvency laws, including under Section 363 of the Bankruptcy Code, (B) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code or the PPSA, including pursuant to Sections 9-610 or 9-620 of the Code, or (C) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase). (c) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists or is owned by a Loan Party or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Commitments Commitments, and payment and satisfaction in full in cash by the Borrowers of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being soldDisposed of if a release is required or desirable in connection therewith and if the Administrative Borrower certifies to the Collateral Agent that the Disposition is permitted under Section 6.5 of this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, transferred without further inquiry), constituting property in which no Group Member owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or disposed of constituting property leased to a Group Member under a Lease or other lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any the Administrative Agent or any Loan Party the Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 8.18; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Obligor in respect of) all property and other interests retained by any Loan Partythe Obligors, including (without limitation) including, the proceeds of any saleDisposition, all of which shall continue to constitute part of the Collateral. (b) The Agent and its Affiliates and Agent Firm and other representatives shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Group Members or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, the Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein.

Collateral Matters. (a) The Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) hereby irrevocably authorize the Collateral Agent at its option and in its discretion to release any Lien upon any of the Collateral (i) upon the termination of the Commitments Commitment and payment and satisfaction in full of all of the non-contingent Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters and delivery of Credit shall have expired or terminated (or been collateralized in a manner satisfactory cash collateral to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bankextent required under Section 2.3(a), ; or (ii) constituting property being sold, transferred sold or disposed of in if such sale or disposition is permitted by this Agreement (or permitted pursuant to a Permitted Disposition upon receipt by the Administrative Agent waiver of the Net Proceeds thereof or consent to the extent required 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 in accordance with Section 11.14 hereof. Lenders hereby irrevocably authorize Agent to subordinate its Lien upon the 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 hereby irrevocably authorize Agent to release its Lien upon such Collateral. Except as provided above, the Collateral Agent will not release any Lien upon any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm required in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16accordance with Section 11.14 hereof. (b) Upon at least two (2) Business Days’ prior written Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by the Lead BorrowerAgent, the authority to release Collateral conferred upon Agent under this Agreement. Agent shall (and is hereby irrevocably authorized by the Lenders to) execute and deliver to the applicable Credit Party such documents as such Credit Party may be necessary reasonably request to evidence the release of the Liens granted to Agent upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required or to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than evidence the release of such Liens without recourse or warrantyCredit Party from its Obligations under the Financing Agreements in each case in accordance with the terms of the Financing Agreements and this Section 11.10; provided, and (ii) that, such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Credit Party in respect of) all interests the Collateral retained by any Loan such Credit Party, including . (without limitationc) Except for the proceeds exercise of reasonable care in the custody of any saleCollateral in its possession and the accounting for moneys actually received by it hereunder, Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or has been encumbered, or that the Liens granted to Agent pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in the Collateral as a Lender and that Agent shall continue have no duty or liability whatsoever to constitute any other Lender. (d) Each Lender hereunder (i) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, 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 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 Lien on the Collateral under this Agreement, in each case, in order to effect the relative priority of Liens on the Collateral and to provide for certain additional rights, obligations and limitations in 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 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) The Lenders hereby irrevocably authorize the Collateral Each Lender authorizes and directs Agent to release enter into the Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any Lien upon any Collateral (i) upon action taken by Requisite Lenders in accordance with the termination provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the Commitments powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and payment and satisfaction in full binding upon all Lenders. Agent is hereby authorized on behalf of all Obligations (other than contingent indemnity obligations Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to then unasserted claims), all Letters of Credit shall have expired any Collateral or terminated (or been collateralized Loan Documents which may be necessary to perfect and maintain perfected the security interest in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition liens upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral granted pursuant to this SECTION 8.16Agreement and the Loan Documents. (b) Upon Agent will not, without the verbal consent of all Lenders, which consent shall (a) be confirmed promptly thereafter in writing and (b) not be unreasonably withheld or delayed, execute any release of Agent’s security interest in any Collateral except for releases relating to dispositions of Collateral (x) permitted by this Agreement or any other Loan Document or (y) in connection with the payment in full of all of the Obligations by Borrowers and the termination of all obligations of Agent and Lenders under this Agreement and the Loan Documents; provided, that without the consent of any Lenders, Agent may release its liens on Collateral having a book value not greater than ten percent (10%) of the total book value of all Collateral in any fiscal year. Agent shall not be required to execute any such release on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty. In the event of any sale or transfer of any of the Collateral, Agent shall be authorized to deduct all of the out-of-pocket expenses reasonably incurred by Agent from the proceeds of any such sale or transfer. (c) Lenders hereby agree that the lien granted to Agent in any property sold or disposed of in accordance with the provisions of the Agreement shall be automatically released; provided, however that Agent’s lien shall attach to and continue for the benefit of Agent and Lenders in the proceeds and products of such property arising from any such sale or disposition. (d) To the extent, pursuant to the provisions of this Section 13.10, Agent’s execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by Requisite Lenders or all Lenders, as applicable, and upon at least two five (25) Business Days’ prior written request by the Lead BorrowerBorrowers of any sale or transfer permitted under this Agreement or any other Loan Document, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral that was sold or transferred. (e) Agent shall not be required have any obligation whatsoever to execute Lenders or to any such document on terms whichother Person to assure that the Collateral exists or is owned by Borrowers or any other Obligor or is cared for, protected or insured or that the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 13 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to liability Lenders, except for its gross negligence or create willful misconduct. (f) In the event that any obligation Lender receives any Proceeds of any Collateral by setoff, exercise of any banker’s lien or entail any adverse consequence other than the release otherwise, in an amount in excess of such Liens without recourse or warrantyLender’s Pro Rata Share of such Proceeds, such Lender shall purchase for cash (and (iiother Lenders shall sell) interests in each of such release shall not in any manner discharge, affect or impair other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off or otherwise received with each other Lender in accordance with their respective Pro Rata Shares. No Lender shall exercise any Liens (other than those expressly being released) upon (right of set off or obligations banker’s lien without the prior written consent of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralAgent.

Collateral Matters. (a) The Lenders Each Participating Lender hereby irrevocably authorize authorizes the Collateral Agent and any permitted sub-agent, at its option and in its sole discretion, to release any Lien upon on any or all Collateral (i) upon the termination of the Commitments and the payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in a Permitted Disposition upon receipt by connection therewith and if the Administrative Agent of the Net Proceeds thereof Company certifies in writing to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release that the sale or disposition is permitted under this Agreement or the other Loan Documents (and the Collateral Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting Property in which the Credit Parties owned no interest at the time the security interest was granted or at any time thereafter; (iv) constituting property leased to the Credit Parties under a lease that has expired or is terminated in a transaction permitted under this Agreement; or (v) constituting Equipment which, in the aggregate with all other dispositions of Equipment covered by this clause (v), has a fair market value or book value, whichever is less, of five million Dollars ($5,000,000) or less over the life of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersLoans. Upon request by any the Collateral Agent or any Loan Party the Company at any time, the Administrative Agent, the Revolving Agent and the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by Section 12.07. Notwithstanding the Lead Borrowerforegoing, the Collateral Agent shall (is not and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document necessary to evidence the release of any Lien on terms whichthat, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or liability, create any obligation obligation, or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii) such . No release of any Lien shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) Lien, including, the Collateral Agent’s Lien upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of sale of any saleCollateral that is the subject of any such release. (b) The Collateral Agent shall have no obligation whatsoever to any Secured Party (i) to assure that the Collateral exists or is owned by the applicable Credit Party or is cared for, protected, or insured or has been encumbered, or (ii) to assure that the Liens of the Collateral Agent or any other Secured Party have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or (iii) to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Collateral Agent pursuant to any of the Loan Documents. It is understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the 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 and in its capacity as one of the Secured Parties and that the Collateral Agent shall have no other duty or liability whatsoever to any Secured Party as to any of the foregoing, except as otherwise provided herein.

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

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full in cash of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired Obligations; or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt compliance with the terms of this Agreement and the Other Documents; or constituting property to be financed with Indebtedness permitted under Section 7.8(iii) hereof; or constituting property in which any Loan Party (as applicable) owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Required Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 14.13(a). (b) Upon at least two Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Lenders (2as set forth in Section 14.13(a)), each Lender agrees to confirm in writing, upon request by Agent, the authority to release Collateral conferred upon Agent under Section 14.13(a). Either without such confirmation (if Agent has not requested such confirmation) Business Days’ or upon receipt by Agent of such confirmation (if Agent has requested such confirmation), and upon prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)granted to Agent to the extent permitted by Section 14.13; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by such Loan Party (as applicable). (c) Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by any Loan PartyParty or is cared for, including (without limitation) protected or insured or has been encumbered or that the proceeds Lien granted to Agent pursuant to this Agreement or any Other Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any saleof the rights, all of which shall continue authorities and powers granted or available to constitute part Agent in this Section 14.13 or in any Other Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein. (d) Each Loan Party and each Lender each hereby irrevocably authorizes Agent, based upon the written instruction of the Required Lenders, to bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted (i) by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code (ii) under the provisions of the Federal Bankruptcy Reform Act of 1978, including Section 363, 365 and/or 1129 thereof, or (iii) conducted by Agent (whether by judicial action or otherwise, including a foreclosure sale) in accordance with Applicable Law (clauses (i), (ii) an (iii), a “Collateral Sale”); and in connection with any Collateral Sale, Agent may accept non-cash consideration, including debt and equity securities issued by such acquisition vehicle under the direction or control of Agent and Agent may offset all or any portion of the Obligations against the purchase price of such Collateral.

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize and direct the Collateral Agent to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination cancellation of the Commitments this Agreement and indefeasible payment and satisfaction of the Term Loan and all other Obligations which have matured and which Agent has been notified in full writing are then due and payable, (ii) upon the sale, transfer or other disposition of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized such Collateral in a manner satisfactory to permitted under the applicable Issuing BankLoan Documents and/or (iii) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch asset becoming Excluded Property. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. section. Notwithstanding anything in Section 12.7 to the contrary, (a) any Guarantor shall automatically be released from its obligations hereunder (and its Guaranty and any Liens on its property constituting Collateral shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Guarantor ceases to be a Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the earlier to occur of (x) the Termination Date and (y) the Term Loan Maturity Date and/or (b) Upon at least two any Guarantor that qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (2and its Guaranty and any Liens on its property constituting Collateral shall be automatically released) Business Days’ prior written request by the Lead Agent promptly following the request therefor by the Borrower. In connection with any such release, the Collateral Administrative Agent shall (promptly execute and is hereby irrevocably authorized deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. Any execution and delivery of any document pursuant to the preceding sentence of this Section 14.7 shall be without recourse to or warranty by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being releasedas to the Agent’s authority to execute and deliver such documents). The Lenders hereby irrevocably authorize and direct the Agent to enter into the H▇▇▇▇▇/TRG Subordination Agreement and any intercreditor agreement as contemplated by clause (z) 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 Collateraldefinition of “Permitted Liens”.

Collateral Matters. (a) The Lenders hereby irrevocably authorize and direct the Collateral Agent to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination cancellation of the Commitments this Agreement and indefeasible payment and satisfaction of the Term Loan and all other Obligations which have matured and which Agent has been notified in full writing are then due and payable, (ii) upon the sale, transfer or other disposition of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized such Collateral in a manner satisfactory to permitted under the applicable Issuing BankLoan Documents and/or (iii) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenderssuch asset becoming Excluded Property. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. section. Notwithstanding anything in Section 12.7 to the contrary, (a) any Guarantor shall automatically be released from its obligations hereunder (and its Guaranty and any Liens on its property constituting Collateral shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Guarantor ceases to be a Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; or (ii) upon the earlier to occur of (x) the Termination Date and (y) the Term Loan Maturity Date and/or (b) Upon at least two any Guarantor that qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (2and its Guaranty and any Liens on its property constituting Collateral shall be automatically released) Business Days’ prior written request by the Lead Agent promptly following the request therefor by the Borrower. In connection with any such release, the Collateral Administrative Agent shall (promptly execute and is hereby irrevocably authorized deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release. Any execution and delivery of any document pursuant to the preceding sentence of this Section 14.7 shall be without recourse to or warranty by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being releasedas to the Agent’s authority to execute and deliver such documents). The Lenders hereby irrevocably authorize and direct the Agent to enter into any intercreditor agreement as contemplated by clause (z) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.definition of “Permitted Liens”

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than (A) contingent indemnity indemnification obligations and (B) Obligations in respect of obligations that may thereafter arise with respect to then unasserted claimsOther 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 Outstandings have been reduced to zero (or collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank), or (ii) of a Borrower or a Facility Guarantor upon the consummation of any transaction permitted by this Agreement as a result of which such Borrower or Facility Guarantor (as applicable) ceases to be a Borrower or a Facility Guarantor (provided that the Required Lenders shall have consented to such transaction (to the extent required by the 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 upon receipt by (other than a Permitted Disposition to a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent or the Collateral Agent under the Loan Documents), subject to the conditions thereof, or upon the effectiveness of any written consent to the release of the Net Proceeds thereof security interest granted hereby in any Collateral pursuant to the extent required by Section 9.01 of this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.168.17. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerBorrower (or within such shorter period as the Collateral Agent may agree in writing), the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a8.17(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon The Collateral Custodian agrees to cooperate with the termination Administrative Agent, the Calculation Agent and 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 a written request in the form of Exhibit E), as applicable, as requested in order to take any action that the Commitments and payment and satisfaction Administrative Agent or the Calculation Agent deems necessary or reasonably desirable in full order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of all Obligations (other than contingent indemnity obligations them to exercise or enforce any of their respective rights hereunder or under any Transaction Document, including any rights arising with respect to then unasserted claims)Article VI. In the event the Collateral Custodian receives instructions from the Applicable Servicer which conflict with any instructions received by the Administrative Agent, all Letters of Credit the Collateral Custodian shall have expired or terminated (or been collateralized in a manner satisfactory to rely on and follow the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to instructions given by the applicable Issuing Bank), or Administrative Agent. (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the The Administrative Agent of may direct the Net Proceeds thereof Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the extent required by this Agreement. Except as provided aboveactions specifically delegated to the Collateral Custodian hereunder, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent Custodian shall not be required to execute take any such document on terms whichincidental 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 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 its the reasonable opiniondetermination of the Collateral Custodian, would, under (A) shall be in violation of any Applicable Law, Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Agent Custodian to liability hereunder or create any obligation 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 entail any adverse consequence other than negative) from the release Administrative Agent within 10 Business Days of its receipt of such Liens without recourse or warrantyrequest, and then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiiii) such release The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in any manner discharge, affect accordance with the request or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations direction of any Loan Party in respect of) all interests retained by any Loan Secured Party, including (without limitation) to the proceeds extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any salematter hereunder, all including an Event of which shall continue to constitute part Default, unless a Responsible Officer of the CollateralCollateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent at its option and in its discretion to release any Lien upon any of the Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters and delivery of Credit shall have expired or terminated (or been collateralized in a manner satisfactory cash collateral to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), extent required under Section 13.1 below; or (ii) constituting property being sold, transferred sold or disposed of if Borrower certifies to Agent that the sale or disposition is made in a Permitted Disposition upon receipt by compliance with Section 9.7 hereof (and Agent may rely conclusively on any such certificate, without further enquiry); or (iii) constituting property in which Borrower did not own an interest at the Administrative Agent time the Lien was granted or at any time thereafter; or (iv) if required under the terms of any of the Net Proceeds thereof to the extent required by this Agreementother Financing Agreements, including any intercreditor agreement; or (v) approved, authorized or ratified in writing in accordance with Section 11.15 hereof. Except as provided above, the Collateral Agent will not release any Lien upon any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm required in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16accordance with Section 11.15 hereof. (b) Upon at least two (2) Business Days’ prior written Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by applicable Lenders, each Lender, as applicable, agrees to confirm in writing, upon request by the Lead BorrowerAgent, the authority to release Collateral conferred upon Agent under this Section. Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent upon any Collateral described in SECTION 8.16(a)to the extent set forth above; provided, howeverthat, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens Lien without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party Borrower in respect of) all interests the Collateral retained by Borrower. (c) Agent shall have no obligation whatsoever to any Loan PartyLender or any other Person to investigate, including (without limitation) confirm or assure that the proceeds Collateral exists or is owned by Borrower or is cared for, protected or insured or has been encumbered, or that any particular items of any sale, all of which shall continue to constitute part Collateral meet the eligibility criteria applicable in respect of the Loans hereunder, or whether any particular reserves are appropriate, or that the Liens granted to Agent pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any other Lender.

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon the termination Full Payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property being sold, transferred in which the Obligors owned no interest at the time the Lien was granted or disposed of at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by this Agreementthe Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, consent to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1). Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Current Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent (1) such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is permitted by this Agreement and in the case of a Subsidiary ceasing to constitute a Subsidiary, the Borrower will be deemed to make a new Investment in the residual equity retained directly or indirectly by the Borrower and (2) no Default or Event of Default has occurred or is continuing or would result therefrom and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement or, if the ABL Intercreditor Agreement is not then in effect, to the applicable Obligor. Promptly upon consummation of the FTS Distribution and Contribution Transaction, solely to the extent true, Borrower shall send a certificate to Agent confirming that FTS does not own any assets other than the Stock of Holdings, net operating losses with immaterial value and/or other property and assets with immaterial value (“FTS Distribution and Contribution Certificate”). Notwithstanding any other provisions set forth herein, upon the full and complete consummation of the FTS Distribution and Contribution Transaction and Agent’s receipt of the FTS Distribution and Contribution Certificate, (i) each of the FTS Pledge Agreements and the FTS Control Agreements shall be deemed terminated and released (automatically and through no further action of any Person), (ii) FTS shall no longer be deemed to be party to the Security Agreement or any other Loan Document (automatically and through no further action of any Person), (iii) the Collateral Agent’s Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries) shall be deemed terminated and released (automatically and through no further action of any Person), and (iv) the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents) irrevocably authorize the Collateral Agent to (A) release its Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries), and (B) if reasonably requested by the Borrower, promptly execute, as applicable, and deliver to the Borrower any such additional instruments, terminations, lien releases, discharges of security interests, pledges and other similar discharge or release documents or other writings to effect or evidence such release and termination. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act with the consent or at the direction of the Required Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full in cash of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired Obligations; or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt compliance with the terms of this Agreement and the Other Documents; or constituting property to be financed with Indebtedness permitted under Section 7.8(iii) hereof; or constituting property in which any Loan Party (as applicable) owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Required Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 14.13(a). (b) Upon at least two Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Lenders (2as set forth in Section 14.13(a)), each Lender agrees to confirm in writing, upon request by Agent, the authority to release Collateral conferred upon Agent under Section 14.13(a). Either without such confirmation (if Agent has not requested such confirmation) Business Days’ or upon receipt by Agent of such confirmation (if Agent has requested such confirmation), and upon prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)granted to Agent to the extent permitted by Section 14.13; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by such Loan Party (as applicable). (c) Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by any Loan PartyParty or is cared for, including (without limitation) protected or insured or has been encumbered or that the proceeds Lien granted to Agent pursuant to this Agreement or any Other Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any saleof the rights, all of which shall continue authorities and powers granted or available to constitute part Agent in this Section 14.13 or in any Other Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of the Lenders and that Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein. (d) Each Loan Party and each Lender each hereby irrevocably authorizes Agent, based upon the written instruction of the Required Lenders, to bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted (i) by Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, (ii) under the provisions of the Federal Bankruptcy Reform Act of 1978, including Section 363, 365 and/or 1129 thereof, or (iii) conducted by Agent (whether by judicial action or otherwise, including a foreclosure sale) in accordance with Applicable Law (clauses (i), (ii) an (iii), a “Collateral Sale”); and in connection with any Collateral Sale, Agent may accept non-cash consideration, including debt and equity securities issued by such acquisition vehicle under the direction or control of Agent and Agent may offset all or any portion of the Obligations against the purchase price of such Collateral.

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon the termination Full Payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property being sold, transferred in which the Obligors owned no interest at the time the Lien was granted or disposed of at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by this Agreementthe Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the Intercreditor Agreement or, if no Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r), clause (jj), or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of Permitted Liens, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

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

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

Collateral Matters. (a) 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 Agreement or 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 subsection 2.9, any Increase Supplement as provided in subsection 2.9, any Lender Joinder Agreement as provided in subsection 2.9, and any Extension Amendment as provided in subsection 2.5, any agreement required in connection with a Permitted Debt Exchange Offer pursuant to subsection 2.10, and any Specified Refinancing Amendment as provided in subsection 2.11. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Administrative Agent, the Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents, any Intercreditor Agreement, any Intercreditor Agreement Supplement, any Incremental Commitment Amendment, any Increase Supplement, any Lender Joinder Agreement or any agreement required in connection with a Permitted Debt Exchange Offer or any Extension Amendment or any Specified Refinancing Amendment 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 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, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. 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. 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 Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective 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 irrevocably authorize the Administrative Agent and the Collateral Agent Agent, as applicable, in each case at its option and in its discretion, to (A) release any Lien granted to or held by such Agent upon any Collateral (i) upon the termination of the Revolving Commitments and payment and satisfaction in full of all of the Senior Credit Facility Obligations under the Loan Documents at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby that are then due and unpaid (other than excluding, for the avoidance of doubt, any contingent indemnity obligations with respect to indemnification and expense reimbursement claims not then unasserted claimsdue), all with no Letters of Credit shall have expired outstanding (unless cash collateralized or terminated (or been collateralized otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner reasonably satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in compliance with subsection 7.4, (iii) owned by any Subsidiary Guarantor which becomes an Excluded Subsidiary or ceases to be a Permitted Disposition upon receipt Restricted Subsidiary of the Borrower or constituting Capital Stock or other equity interests of a Specified Excluded Subsidiary, (iv) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Required Lenders (or such greater amount, to the extent required by this Agreement. Except subsection 10.1), (v) to the extent that such Collateral comprises property leased or licensed to a Loan Party, upon termination or expiration of such lease or license or (vi) as otherwise may be expressly provided abovein the relevant Security Documents; (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; (C) at the written request of the 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 (other than Permitted Liens securing the Obligations under the Loan Documents or that are required by the express terms of this Agreement to be secured on an equal and ratable or junior basis with the Liens on the Collateral Agent will not securing the Senior Credit Facility Obligations pursuant to an Intercreditor Agreement and (D) to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party (i) if such Person ceases to be a Restricted Subsidiary or a Domestic Subsidiary of the Borrower or becomes an Excluded Subsidiary (other than by virtue of clause (l) of the definition thereof unless such Subsidiary Guarantor no longer constitutes a Subsidiary) or (ii) at the election of the Borrower (exercised in its sole discretion) in the case of any Subsidiary Guarantor that the Borrower caused to become a Subsidiary Guarantor pursuant to the last sentence of subsection 6.9(b) and that is not otherwise required to become a Subsidiary Guarantor pursuant to such subsection. Upon request by the Administrative Agent or the Collateral Agent’s Liens without , at any time, the prior written authorization Required Lenders or all or such other portion of the Applicable LendersLenders as shall be prescribed by this Agreement will confirm in writing such Agent’s authority to release particular types or items of Collateral pursuant to this subsection 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 or any Loan Party Agent, at any time, the Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to under this SECTION 8.16subsection 9.9(c). (bd) Upon at least two (2) Business Days’ prior written request No Agent shall have any obligation whatsoever to the Lenders to assure that the Collateral exists or is owned by the Lead BorrowerBorrower or any of its Subsidiaries or is cared for, protected or insured or that the Collateral Liens granted to any Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to evidence the release any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the Liens upon rights, authorities and powers granted or available to the Agents in this subsection 9.9 or in any Collateral described of the Security Documents, it being understood and agreed that in SECTION 8.16(a); providedrespect of the Collateral, howeveror any act, that (i) the Collateral omission or event related thereto, each Agent shall not be required to execute may act in any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given such Agent’s own interest in the Collateral as Lender and that no Agent shall have any duty or liability whatsoever to liability the Lenders, except for its gross negligence or create willful misconduct. (e) Notwithstanding any obligation provision herein to the contrary, any Security Document may be amended (or entail any adverse consequence other than amended and restated), restated, waived, supplemented or modified as contemplated by and in accordance with either subsection 10.1 or 10.17, as applicable, with the release written consent of such Liens without recourse or warrantythe Agent party thereto and the Loan Party party thereto. (f) The Collateral Agent may, and (ii) 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 release shall not in any manner discharge, affect or impair other action with respect to the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue Collateral as such Agents may from time to constitute part of the Collateraltime agree.

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

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

Collateral Matters. (a) The Lenders hereby BANKS irrevocably authorize the Collateral Agent COLLATERAL AGENT, upon the direction of the ADMINISTRATIVE AGENT, to release any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature on any property granted to or held by the COLLATERAL AGENT under any LOAN DOCUMENT upon BORROWER’s full and final satisfaction of the OBLIGATIONS. Upon request by the COLLATERAL AGENT at any Collateral time, the BANKS will confirm in writing the COLLATERAL AGENT’s authority to release its interest in particular types or items of property pursuant to this Section 9.10. In each case as specified in this Section 9.10, the COLLATERAL AGENT will, at BORROWER’s expense, execute and deliver to BORROWER such documents as BORROWER may reasonably request to evidence the release of such item of collateral from the assignment and security interest granted under the LOAN DOCUMENTS in accordance with the terms of the LOANS DOCUMENTS and this Section 9.10. Notwithstanding anything to the contrary in any LOAN DOCUMENT, the powers conferred on the COLLATERAL AGENT under the LOAN DOCUMENTS are solely to protect its interest (on behalf of the BANKS) in the collateral securing the LOANS and shall not impose any duty upon it to exercise any such powers. Except for the reasonable care of any such collateral in its possession and the accounting for moneys actually received by it under the LOAN DOCUMENTS, the COLLATERAL AGENT shall have no duty as to any such collateral, or responsibility, for (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations ascertaining or taking action with respect to then unasserted claims)calls, all Letters conversions, exchanges, maturities, tenders or other matters relative to any investment property constituting collateral, whether or not the COLLATERAL AGENT has or is deemed to have knowledge of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)such matters, or (ii) constituting property being sold, transferred taking any necessary steps to preserve rights against prior parties or disposed any other rights pertaining to any such collateral. The COLLATERAL AGENT shall be deemed to have exercised reasonable care in the custody and preservation of any collateral in a Permitted Disposition upon receipt its possession if such collateral is accorded treatment substantially equal to that which it accords its own property. The COLLATERAL AGENT shall not be liable for interest on any money or assets received by it. Assets held in trust by the Administrative Agent of the Net Proceeds thereof COLLATERAL AGENT need not be segregated from other assets except to the extent required by this Agreementlaw. Except Before the COLLATERAL AGENT acts or refrains from acting, it may require a certificate of an appropriate officer of BORROWER at the expense of BORROWER. The COLLATERAL AGENT shall not be liable for any action it takes or omits to take in good faith in reliance on such officer’s certificate. The COLLATERAL AGENT shall not be liable for any action that it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers under the LOAN DOCUMENTS. The COLLATERAL AGENT shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the COLLATERAL AGENT, in its discretion, may make such further inquiry or investigation into such facts or matters as provided aboveit may see fit and, if the Collateral Agent will not release COLLATERAL AGENT shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to BORROWER, to examine the books, records and premises of BORROWER, personally or by agent or attorney and to consult with the officers and representatives of BORROWER, including BORROWER’s accountants and attorneys. The COLLATERAL AGENT shall be under no obligation to exercise any of the Collateral Agent’s Liens without rights or powers vested in it by the prior written authorization LOAN DOCUMENTS at the request, order or direction of the Applicable Lenders. Upon request by any Agent BANKS unless such BANKS have offered to the COLLATERAL AGENT security or any Loan Party at any timeindemnity reasonably satisfactory to the COLLATERAL AGENT against the costs, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (expenses and is hereby irrevocably authorized by the Lenders to) execute such documents as liabilities that may be necessary to evidence the release of the Liens upon any Collateral described incurred by it in SECTION 8.16(a); providedcompliance with such request, however, that (i) the Collateral Agent order or direction. The COLLATERAL AGENT shall not be required to execute give any bond or surety in respect of the performance of its powers and duties under the LOAN DOCUMENTS. The COLLATERAL AGENT may from time to time, at its option, perform any act that BORROWER agrees hereunder or under any LOAN DOCUMENT to perform and that BORROWER shall fail to perform after being requested in writing so to perform (it being understood that no such document on terms whichrequest need be given after the occurrence of an EVENT OF DEFAULT) and the COLLATERAL AGENT may from time to time take any other action that the COLLATERAL AGENT reasonably deems necessary for the maintenance, preservation or protection of any of the collateral for the LOANS or of its security interest therein. The COLLATERAL AGENT is authorized to endorse, in its reasonable opinionthe name of BORROWER, wouldany item, under Applicable Lawhowsoever received by the COLLATERAL AGENT, expose the Collateral Agent to liability representing any payment on or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralcollateral for the LOANS.

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize Prior to the completion by the Borrower of a Qualified Public Offering the Borrower shall: (i) cause all of the Pledged Interests to, in each case, be subject at all times to first priority, perfected security interests in favor of the Collateral Agent to release any Lien upon any Collateral (i) upon secure the termination Obligations pursuant to the terms and conditions of the Commitments and payment and satisfaction in full of all Obligations Collateral Documents; (other than contingent indemnity obligations ii) with respect to then unasserted claimsany Collateral described in the foregoing clause (i), all Letters deliver such other documentation as any Agent may request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of Credit such Person, favorable opinions of counsel to such Person (which shall have expired or terminated (or been collateralized in a manner satisfactory to cover, among other things, the applicable Issuing Bank) legality, validity, binding effect and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent enforceability of the Net Proceeds thereof documentation referred to above and the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any perfection of the Collateral Agent’s Liens without the prior written authorization thereunder) and other items of the Applicable Lenders. Upon request types required to be delivered pursuant to Section 5.1(a)(iv), all in form, content and scope satisfactory to the Agents; and (iii) shall indemnify and/or reimburse (as applicable) the Agents for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Agents to the extent paid or incurred in connection with the filing or recording of any Agent documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, their respective rights and interests therein or any Loan Party at Party’s underlying rights and interests therein or the enforcement of any timeof its other rights with respect to the Collateral; provided, that the Lenders will confirm reimbursement and indemnity obligations set forth in writing this clause (iii) shall be in addition to and in furtherance of all other reimbursement or indemnity obligations of the Collateral Agent’s authority to release Borrowers referenced herein or in any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16other Loan Document. (b) Upon at least two (2) Business Days’ prior written The Borrower may request by in writing that the Lead BorrowerCollateral Agent release, and upon receipt of such request the Collateral Agent shall (release Collateral granted under the Collateral Documents at the Borrower’s expense and is hereby irrevocably authorized by execute and deliver to the Lenders to) execute applicable Loan Party such documents as such Loan Party may be necessary reasonably request to evidence the release of such item of Collateral from the Liens upon any assignment and security interest granted under the Collateral described in SECTION 8.16(a); provided, however, that Documents so long as: (i) a Qualified Public Offering shall have been completed by the Borrower; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; and (iii) the Collateral Agent shall not have received such written request at least 5 Business Days (or such shorter period as may be required acceptable to execute any the Collateral Agent) prior to the requested date of release (such document on terms whichdate of release, in its reasonable opinion, would, under Applicable Law, expose the “Collateral Release Date”). Delivery by the Borrower to the Collateral Agent to liability or create of any obligation or entail any adverse consequence other than such request shall constitute a representation by the release Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such Liens without recourse or warranty, request and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part as of the CollateralCollateral Release Date) are true and correct with respect to such request.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by to a Person that is not a Loan Party, (iii) which constitutes property subject to the Administrative Agent proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the Net Proceeds thereof Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the extent required by this AgreementCollateral of any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the The Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (t) of the definition of Permitted Encumbrances. (d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in SECTION 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments Commitment and payment and satisfaction in full of all Loans and all other Obligations (other than contingent indemnity obligations Contingent Indemnity Obligations) in accordance with respect to then unasserted claims), all Letters of Credit shall have expired the terms hereof; or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt the ordinary course of the Borrower’s business or otherwise in compliance with the terms of this Agreement and the other Loan Documents; or constituting property in which the Borrower owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersLenders in accordance with Section 9.02. Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 8.08(a). (b) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 8.08(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the 737240988 authority to release Collateral conferred upon the Collateral Agent under Section 8.08(a). Upon at least two (2) Business Days’ receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by the Lead 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 Agents and the Lenders upon any Collateral described in SECTION 8.16(a)such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party the Borrower in respect of) all interests in the Collateral retained by the Borrower. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, each Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral under any Loan PartyDocument, including it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders in accordance with the terms thereof, (without limitationii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the proceeds Collateral Agent, as agent for and representative of the Agents and the Lenders (but not any other Agent or any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public or private sale, (B) at any sale conducted by the Collateral Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 363 of the Bankruptcy Code), to use and apply all or any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. (d) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Borrower or the Pledgor or is cared for, protected or insured or has been encumbered or that the Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part the Collateral Agent in this Section 8.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral., or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein. 737240988

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon The Collateral Custodian agrees to cooperate with the termination Administrative Agent, Facility Servicer and the Portfolio Asset Servicer regarding the delivery of any Loan 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 Commitments and payment and satisfaction Majority Lenders) or the Facility Servicer deems necessary or desirable in full order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of all Obligations (other than contingent indemnity obligations them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to then unasserted claims)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, all Letters of Credit the Collateral Custodian shall have expired or terminated (or been collateralized in a manner satisfactory to rely on and follow the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to instructions given by the applicable Issuing Bank), or Administrative Agent. (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the The Administrative Agent (acting at the direction of the Net Proceeds thereof Initial Lender) may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the extent required by this Agreement. Except as provided aboveactions specifically delegated to the Collateral Custodian hereunder, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent Custodian shall not be required to execute take any such document on terms whichincidental 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 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 its the reasonable opiniondetermination of the Collateral Custodian, would, under (A) shall be in violation of any Applicable Law, Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Agent Custodian to liability hereunder or create any obligation 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 entail any adverse consequence other than negative) from the release Administrative Agent within ten Business Days of its receipt of such Liens without recourse or warrantyrequest, and then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiiii) such release The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in any manner discharge, affect accordance with the request or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations direction of any Loan Party in respect of) all interests retained by any Loan Secured Party, including (without limitation) to the proceeds extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any salematter hereunder, all including an Event of which shall continue to constitute part Default, unless a Responsible Officer of the CollateralCollateral 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 the collateral that it holds hereunder.

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

Collateral Matters. (a) The Lenders Collateral shall be released automatically from any Liens securing any Obligations upon the Termination Date. In addition, the Collateral, or a portion thereof, as the case may be, shall be released automatically from any Liens securing any Obligations as follows: (i) upon any sale or other disposition of any Collateral (and, in the case of any such disposition the proceeds of which are required to be applied to any mandatory prepayment of the Obligations under any Loan Document, the receipt by any Loan Party of the proceeds thereof), (A) pursuant to the exercise of remedies by the Collateral Agent in accordance with this Agreement and the other applicable Security Documents, (B) pursuant to Section 363 of the Bankruptcy Code in connection with a bankruptcy or insolvency proceeding or other similar action with respect to any Loan Party, or (C) permitted by the terms of the Loan Documents; provided that the Liens on any such Collateral securing any Obligations shall attach to the proceeds of such Collateral; or (ii) upon any Collateral becoming an Excluded Asset. (b) Each of the Secured Parties hereby irrevocably authorize authorizes the Collateral Agent to release any Lien upon on any Collateral (i) upon in the termination circumstances described in Section 9.16(a). Any other release of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit any Lien encumbering any Collateral shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt be made by the Administrative Collateral Agent at the direction of the Net Proceeds thereof Required Lenders, subject to the extent required by this Agreement. Except Section 10.5. (c) In each case as provided abovespecified in Section 9.16(a), the Collateral Agent will not release any of will, at the Collateral AgentBorrower’s Liens without expense, execute and deliver to the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute Borrower such documents as the Borrower may be necessary reasonably request to evidence the release of such item of Collateral from the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) assignment and security interest granted under the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralSecurity Documents.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Domestic Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Borrower or its Domestic Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.12; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrower in respect of) all interests retained by any Loan PartyBorrower, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The [Reserved] (b) Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion to release any Lien upon security interest in, mortgage or lien upon, any of the Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters and delivery of Credit shall have expired or terminated (or been collateralized in a manner satisfactory cash collateral to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)extent required under Section 13.1 below, or (ii) constituting property being sold, transferred sold or disposed of if Administrative Borrower or any Loan Party certifies to Agent that the sale or disposition is made in compliance with Section 9.7 hereof (and Agent may rely conclusively on any such certificate, without further inquiry), or (iii) constituting property in which any Loan Party did not own an interest at the time the security interest, mortgage or lien was granted or at any time thereafter, or (iv) having a Permitted Disposition upon receipt net book value in the aggregate in any twelve (12) month period of less than $10,000,000, or (v) if approved, authorized or ratified in writing by the Administrative Agent all of the Net Proceeds thereof to the extent required by this AgreementLenders. Except as provided above, the Collateral Agent will not release any security interest in, mortgage or lien upon, any of the Collateral Agent’s Liens without the prior written authorization of the Applicable all of Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will promptly confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section. (bc) Upon at least two (2) Business Days’ prior written Without any manner limiting Agent’s authority to act without any specific or further authorization or consent by the Required Lenders, each Lender agrees to confirm in writing, upon request by the Lead BorrowerAgent, the authority to release Collateral conferred upon Agent under this Section. Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens security interest, mortgage or liens granted to Agent upon any Collateral described in SECTION 8.16(a)to the extent set forth above; provided, howeverthat, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens security interest, mortgage or liens without recourse or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) security interest, mortgage or lien upon (or obligations of any Loan Party in respect of) all interests the Collateral retained by such Loan Party. (d) Agent shall have no obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by any Loan PartyParty or is cared for, including (without limitation) protected or insured or has been encumbered, or that any particular items of Collateral meet the proceeds eligibility criteria applicable in respect of the Loans or Letter of Credit Accommodations hereunder, or whether any saleparticular reserves are appropriate, or that the liens and security interests granted to Agent pursuant hereto or any of the Financing Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of which shall care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to constitute part Agent in this Agreement or in any of the other Financing Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any other Lender.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by to a Person that is not a Loan Party, (iii) which constitutes property subject to the Administrative Agent proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the Net Proceeds thereof Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the extent required by this AgreementCollateral of any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the The Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f) or (h) of the definition of Permitted Encumbrances. (d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in SECTION 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral and direct Agent to release any Lien Liens upon any Collateral (and any such Liens shall be automatically released), without further action by Agent or any other Person,, (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Termination Date; (ii) constituting in respect of property of any Subsidiary being sold, transferred sold or disposed of or transferred (including property owned by any Subsidiary being sold or disposed of or transferred) if the sale or Disposition or transfer is made in compliance with this Agreement and the Loan Documents (or otherwise is not prohibited) (and Agent may, in its discretion, request, and rely conclusively without further inquiry on, a Permitted certificate from the Borrower certifying as such prior to Agent taking any action to evidence such release) or such sale or Disposition upon receipt is approved by the Administrative Agent Requisite Lenders (or such greater number of the Net Proceeds thereof Lenders as may be required under Section 12.2); (iii) to the extent the applicable Collateral is or becomes Excluded Property and/or Excluded Principal Property; (iv) to the extent the applicable Collateral constitutes property leased to Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the Credit Party owning such Collateral is released from its Obligations hereunder (pursuant to Section 13.10 or otherwise); or (vi) as required by this the terms of any Intercreditor Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens Lien upon particular types or items of Collateral pursuant to this SECTION 8.16Section 10.11. In addition, the Lenders hereby authorize Agent, to subordinate any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to paragraph (6)(C) of the definition of Permitted Lien. In addition, the Guaranty of the Obligations by, and the liens on the assets of, any Restricted Subsidiary which is designated as an Unrestricted Subsidiary will automatically be terminated and released at the time of such designation. (b) Upon at least two Promptly, and in any event not later than five (25) Business Days’ prior following written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized and directed by the Lenders to) execute such documents as may be necessary to evidence the release (or subordination) of the its Liens upon any Collateral described in SECTION 8.16(aas contemplated by Section 10.11(a); provided, however, that (i) the Collateral Agent shall be fully protected in relying on such certification by Borrower (and shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability representation or create warranty contained therein) and any obligation or entail any adverse consequence other than the release execution and delivery of such Liens requested documentation shall be without recourse or warranty, warranty to Agent (other than Agent’s authority to execute and deliver such documents) and (ii) such release shall not in any manner discharge, affect or impair the Obligations hereunder or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Credit Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.Credit Parties,

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon The Collateral Custodian agrees to cooperate with the termination Administrative Agent, Facility Servicer and the Portfolio Asset Servicer and provide any electronic copies of the Commitments and payment and satisfaction Portfolio Asset File to the Facility Servicer, Portfolio Asset Servicer or Administrative Agent (pursuant to a written request in full the form of all Obligations Exhibit E), as applicable, as requested in order to take any action that the Administrative Agent (other than contingent indemnity obligations acting at the written 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 or under any Transaction Document, including any rights arising with respect to then unasserted claims)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, all Letters of Credit the Collateral Custodian shall have expired or terminated (or been collateralized in a manner satisfactory to rely on and follow the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to instructions given by the applicable Issuing Bank), or Administrative Agent. (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the The Administrative Agent (acting at the written direction of the Net Proceeds thereof Majority Lenders) may direct the Collateral Custodian to take any such incidental action hereunder. With respect to other actions which are incidental to the extent required by this Agreement. Except as provided aboveactions specifically delegated to the Collateral Custodian hereunder, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent Custodian shall not be required to execute take any such document on terms whichincidental 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 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 its the reasonable opiniondetermination of the Collateral Custodian, would, under (A) shall be in violation of any Applicable Law, Law or contrary to any provisions of this Agreement or (B) shall expose the Collateral Agent Custodian to liability hereunder or create any obligation 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 entail any adverse consequence other than negative) from the release Administrative Agent within ten (10) Business Days of its receipt of such Liens without recourse or warrantyrequest, and then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiiii) such release The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in any manner discharge, affect accordance with the request or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations direction of any Loan Party in respect of) all interests retained by any Loan Secured Party, including (without limitation) to the proceeds extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian, or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any salematter hereunder, all including a Event of which shall continue Default, Unmatured Event of Default or Servicer Termination Event, unless the Collateral Custodian has received written notice from a Lender, the Borrower, the Facility Servicer or the Portfolio Asset Servicer referring to constitute part this Agreement, describing such Event of Default, Unmatured Event of Default or Servicer Termination Event and stating that such notice is a "Notice of Event of Default", "Notice of Unmatured Event of Default", or “Notice of Servicer Termination Event, as applicable. In the Collateralabsence of receipt of such notice, the Collateral Custodian may conclusively assume that there is no Event of Default, Unmatured Event of Default or Servicer Termination Event.

Collateral Matters. (a) The Lenders hereby Collateral Agent is authorized on behalf ------------------ of all the Banks, without the necessity of any notice to or further consent from the Banks, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (b) The Banks irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory known to the applicable Issuing Bank) Collateral Agent and all Letter of Credit Outstandings have been reduced to zero (payable under this Agreement or collateralized in a manner satisfactory to the applicable Issuing Bank), or any other Loan Document; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which the Borrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower in a Permitted Disposition upon receipt transaction permitted under this Agreement; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Administrative Agent of Required Banks, the Net Proceeds thereof to Directing Banks or all the extent required by this Agreement. Except Banks, as the case may be, as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersin subsection 11.1(f). Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders Banks will confirm in writing the Collateral Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16subsection 10.11(b), provided that the absence of any such confirmation for whatever reason -------- shall not affect the Collateral Agent's rights under this Section 10.11. (bc) Upon at least two (2) Business Days’ prior written request the sale, lease, transfer or other disposition of any item of Collateral of any Loan Party permitted by the Lead Borrowerthis Agreement, the Collateral Agent shall (will, at the Borrower's expense, execute and is hereby irrevocably authorized by deliver to the Lenders to) execute respective Loan Party such documents as the Loan Party may be necessary reasonably request to evidence the release of such Collateral from the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) security interests granted under the Collateral Agent Documents. (d) Each Bank agrees with and in favor of each other (which agreement shall not be required for the benefit of the Borrower or any Subsidiary) that the Borrower's or any Subsidiary's obligation to execute any such document on terms which, in its reasonable opinion, would, Bank under Applicable Law, expose this Agreement and the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, Loan Documents is not 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 be secured by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralreal property collateral now or hereafter acquired by such Bank.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Until all Obligations have been fully satisfied and indefeasibly paid in full, Lender’s security interest in the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments Collateral, and payment all proceeds and satisfaction products thereof, shall continue in full force and effect. During the term of all Obligations this Agreement, Borrower shall not permit any Lien, (other than contingent indemnity obligations with respect Permitted Liens) to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release remain against any of the Collateral Agentand Borrower shall perform any and all steps requested by Lender to perfect, maintain and protect Lender’s Liens without security interest in the prior written authorization of the Applicable Lenders. Upon request by Collateral in which a security interest is granted to Lender under this Agreement, any Agent Collateral Agreement or any Loan Party at other agreement, including, without limitation, executing and filing financing and continuation statements in form and substance satisfactory to Lender. Lender may file one or more financing statements disclosing Lender’s security under this Agreement and Borrower shall pay any timecosts of, or incidental to, any recording or filing of any financing statements concerning the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types Collateral. Borrower hereby expressly agrees that (a) a carbon, photographic, photostatic or items other reproduction of Collateral pursuant to this SECTION 8.16. a financing statement is sufficient as a financing statement, and (b) Upon at least two (2) Business Days’ prior written request wherever and whenever available and allowed by law Lender is authorized to file electronically all documents allowed or required by the Lead BorrowerUCC, the Collateral Agent Federal Food Security Act, or other applicable law, including but not limited to financing statements, effective financing statements, and continuations, amendments, assignments, or terminations thereof, WITHOUT the physical signature of Borrower. Such authorization shall (be deemed a digital signature and is hereby irrevocably authorized constitutes, a limited power of attorney, coupled with an interest, appointing Lender as Borrower’s agent and attorney-in-fact for the express purpose of signing and executing the aforesaid documents on Borrower’s behalf. Borrower shall pay or cause to be paid, unless contested in good faith, all taxes, assessments and governmental charges levied, assessed or imposed upon or with respect to the Loan, the Collateral, any part thereof, or Lender by the Lenders to) execute such documents as may be necessary to evidence the release virtue of the Liens upon any Collateral described Loan transaction. Unless contested in SECTION 8.16(a); providedgood faith, howeverif Borrower fails to pay such taxes, that assessments and governmental charges, Lender may (i) the Collateral Agent but shall not be required to) pay the same and charge the cost to execute any such document Borrower payable on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, demand 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 secured by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrowers of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower or its Subsidiaries owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to a Borrower or its Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.12; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrowers in respect of) all interests retained by any Loan PartyBorrowers, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any All Liens on Collateral (i) shall be automatically released upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property (including the equity interests of a Subsidiary of Parent) being sold, transferred sold or disposed of in a Permitted Disposition sale or disposition permitted under Section 6.4 of this Agreement or the other Loan Documents shall be automatically released upon receipt by such sale or disposition, and in the Administrative Agent event of a sale or other disposition of all of the Net Proceeds thereof equity interests of a Subsidiary of Parent that is a Loan Party permitted under this Agreement and the other Loan Documents, such Subsidiary shall be automatically released of its obligations under the Loan Documents, (iii) constituting property in which no Loan Party owned any interest at the time the Agent’s Lien was granted nor at any time thereafter shall be automatically released, or (iv) constituting property leased to a Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement shall be automatically released. The Lenders hereby irrevocably authorize Collateral Agent to take such actions and execute such documents that it deems necessary or appropriate, at its option and in its sole discretion, to evidence the extent required by this Agreementforegoing releases. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Collateral Agent or any Loan Party Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.12; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrowers in respect of) all interests retained by any Loan PartyBorrowers, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Collateral Agent agrees, at the request of the Administrative Borrower, to take such actions and execute such documents that are reasonably requested by Administrative Borrower to evidence the release of all Liens on Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations, (ii) constituting property (including the equity interests of a Subsidiary of Parent) being sold or disposed of if Administrative Borrower certifies to Collateral Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents and, in the event of a sale or other disposition of all of the equity interests of a Subsidiary of Parent that is a Loan Party permitted under this Agreement and the other Loan Documents, to evidence the release of such Subsidiary’s obligations under the Loan Documents (and Lenders hereby agree Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, and (iv) constituting property leased to a Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Agents and Lenders agree that after the payment in full of the Term Loan A and the Term B Debt and the receipt by Collateral Agent of evidence, in form and substance reasonably satisfactory to Collateral Agent, that all Liens securing the Term B Debt have been released (or will be released contemporaneously), Collateral Agent shall take such actions and execute such documents that are reasonably requested by Administrative Borrower to evidence the release of all Agent’s Liens on the Stock of Foreign Subsidiaries, Real Property of the US Borrowers and the assets of the US Borrowers referred to in clauses (c), (e), (f), (g), (h), (i), (j), and (k) of Section 2 of the US Security Agreement other than (i) General Intangibles (as defined in the US Security Agreement) relating to Accounts, (ii) Stock of US Loan Parties, (iii) all monetary obligations owed by a Borrower to another Borrower in connection with any intercompany loans or advances and all promissory notes and instruments evidencing any such monetary obligation, loan or advance and (iv) letters of credit, letter of credit rights and Supporting Obligations (as defined in the US Security Agreement) issued in support of Accounts (and, following such release, such assets shall no longer constitute “Collateral” for purposes of the Loan Documents). (c) Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) Except as otherwise set forth herein, any action or exercise of powers by the Agent provided under the Loan Documents, together with such other powers as are reasonably incidental thereto, shall be deemed authorized by and binding upon all of the Lenders. At any time and without notice to or consent from any Lender, the Agent may take any action necessary or advisable to perfect and maintain the perfection of the Liens upon the Collateral. (b) The Lenders hereby irrevocably authorize the Collateral Agent is authorized to release any Lien granted to or held by it upon any Collateral (i) upon the termination of the Commitments Commitments, termination or Collateralization of all outstanding Letters of Credit and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)of the Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being soldrequired to be delivered from permitted sales of Collateral hereunder, transferred or disposed of in a Permitted Disposition if any, upon receipt of the proceeds by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above(or, if permitted hereunder, the Collateral Agent will not Borrower) or (iii) if the release any of can be and is approved by the Collateral Agent’s Liens without the prior written authorization of the Applicable Required Lenders. Upon The Agent may request by any Agent or any Loan Party at any time, and the Lenders will confirm in writing provide confirmation of the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Collateral. (bc) Upon any sale or 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 two (2) five Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a); providedthat was sold or transferred, however, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Borrower in respect of) all interests retained by any Loan Partythe Borrower, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall not have any obligation to assure that the Collateral exists or is owned by the Borrower, that the Collateral is cared for, protected or insured, or that the Liens on the Collateral have been created or perfected or have any particular priority. With respect to the Collateral, the Agent may act in any manner it may deem appropriate, in its sole discretion, given CitiCapital’s own interest in the Collateral as one of the Lenders, and it shall have no duty or liability whatsoever to the Lenders with respect thereto, except for its gross negligence or willful misconduct.

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if the Loan Parties certify to Agent that the sale or disposition is permitted under SECTION 7.4 of this Agreement or the other Post-Petition Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which the Loan Parties owned no interest at the time the security interest was granted or at any time thereafter, or (iv) constituting property leased to any of the Loan Parties under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or any substantial portion of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any of the Loan Party Parties at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower16.12; PROVIDED, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, howeverHOWEVER, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent's opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any the Loan Party Parties in respect of) all interests retained by any of the Loan PartyParties, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any of the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Post-Petition Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by to a Person that is not a Loan Party, (iii) which constitutes property subject to the Administrative Agent proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the Net Proceeds thereof Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the extent required by this AgreementCollateral of any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the The Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f), (h) or (ht) of the definition of Permitted Encumbrances. (d) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in SECTION 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the each of Agent and Collateral Agent Agent, at its option and in its sole discretion, to release or authorize the release of any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Loan Parties of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and Agent and Collateral Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Loan Party or its Subsidiaries owned any interest at the time the Collateral Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to a Loan Party or its Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the neither Agent nor Collateral Agent will not execute and deliver or authorize any release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Administrative Borrower at any time, the Lenders will confirm in writing the Agent's or Collateral Agent’s 's authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 16.12; provided, however, that (i1) the neither Agent nor Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent's or Collateral Agent's opinion, would, under Applicable Law, would expose the Agent or Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Parties in respect of) all interests retained by any Loan PartyParties, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations Except with respect to then unasserted claims)the exercise of setoff rights in accordance with Section 12.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, all Letters of Credit no Secured Party shall have expired any right individually to realize upon any of the Collateral or terminated (or been collateralized in a manner satisfactory to enforce any guarantee of the applicable Issuing Bank) Secured Indebtedness, it being understood and agreed that all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to powers, rights and remedies under the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt Loan Documents may be exercised solely by the Administrative Agent on behalf of the Net Proceeds thereof to Secured Parties in accordance with the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16terms thereof. (b) Upon at least two In furtherance of the foregoing and not in limitation thereof, no Secured Cash Management Agreement and no Secured Swap Agreement will create (2or be deemed to create) Business Days’ prior written request in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Group Member under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a Secured Cash Management Provider or a Secured Swap Provider, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Lead BorrowerLoan Documents as a Secured Party thereunder, subject to the Collateral Agent shall limitations set forth in this paragraph. (c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and is hereby irrevocably authorized in its discretion, to subordinate any Lien on any property granted to or held by the Lenders to) execute Administrative Agent under any Loan Document to the holder of any Lien on such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(aproperty that is permitted by Section 9.03(b); provided, however, that (i) the Collateral . The Administrative Agent shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms whichrepresentation or warranty regarding the existence, in its reasonable opinionvalue or collectability of the Collateral, wouldthe existence, under Applicable Law, expose priority or perfection of the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Administrative Agent’s Lien thereon or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained certificate prepared by any Loan PartyGroup Member in connection therewith, including (without limitation) nor shall the proceeds of Administrative Agent be responsible or liable to the Lenders or any sale, all of which shall continue other Secured Party for any failure to constitute part monitor or maintain any portion of the Collateral. (d) The Secured Parties hereby authorize the Administrative Agent to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. The Secured Parties hereby authorize the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with the sale or other disposition of Property to the extent such sale or disposition is permitted by the terms of Section 9.12 or is otherwise authorized by the terms of the Loan Documents.

Collateral Matters. (a) Each Lender authorizes and directs the U.S. Collateral Agent to enter into the Security Documents and the 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 by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the U.S. Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents or the 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 U.S. 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, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. (b) The Lenders hereby irrevocably authorize the applicable Administrative Agent and Collateral Agent Agent, in each case at its option and in its discretion, to release any Lien granted to or held by such Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity of the obligations with under the Loan Documents at any time arising under or 165 in respect to then unasserted claims)of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or otherwise disposed of (to Persons other than a Loan Party) upon the sale or other disposition thereof in a Permitted Disposition upon receipt compliance with subsection 8.6, (iii) if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof Required Lenders (or such greater amount, to the extent required by this Agreement. Except subsection 11.1) or (iv) as otherwise may be expressly provided above, in the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lendersrelevant Security Documents. Upon request by any the U.S. Administrative Agent, the U.S. Collateral Agent, the Canadian Administrative Agent or any Loan Party the Canadian Collateral Agent, at any time, the Lenders will confirm in writing the Collateral such Agent’s 's authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16subsection 10.9. (bc) Upon at least two (2) Business Days’ prior written request by No Agent shall have any obligation whatsoever to the Lead Borrower, Lenders to assure that the Collateral exists or is owned by Holdings or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to any Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to evidence the release any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the Liens upon rights, authorities and powers granted or available to the Agents in this subsection 10.9 or in any Collateral described of the Security Documents, it being understood and agreed that in SECTION 8.16(a); providedrespect of the Collateral, howeveror any act, that (i) the Collateral omission or event related thereto, each Agent shall not be required to execute may act in any such document on terms whichmanner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given such Agent's own interest in the Collateral as Lender and that no Agent shall have any duty or liability whatsoever to liability the Lenders, except for its gross negligence or create any obligation or entail any adverse consequence other than the release willful misconduct (as determined in a final non-appealable decision issued by a court of such Liens without recourse or warrantycompetent jurisdiction). (d) The U.S. Collateral Agent may, and (ii) hereby does, appoint the U.S. Administrative Agent as its agent for the purposes of holding any Collateral and/or perfecting the U.S. Collateral Agent's security interest therein and for the purpose of taking such release shall not in 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 Administrative Agent as its agent for the purposes of holding any manner discharge, affect or impair Collateral and/or perfecting the Obligations or any Liens (Canadian Collateral Agent's security interest therein and for the purpose of taking such other than those expressly being released) upon (or obligations of any Loan Party in action with respect of) all interests retained by any Loan Party, including (without limitation) to the proceeds of any sale, all of which shall continue collateral as such Agents may from time to constitute part of the Collateraltime agree.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Parent, Borrower, or Borrower’s Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Parent, Borrower, or Borrower’s Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.12; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrower in respect of) all interests retained by any Loan PartyBorrower, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral and direct Agent to release any Lien Liens upon any Collateral (and any such Liens shall be automatically released), without further action by Agent or any other Person, (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Termination Date; (ii) constituting in respect of property of any Subsidiary being sold, transferred sold or disposed of or transferred (including property owned by any Subsidiary being sold or disposed of or transferred) if the sale or Dispositiondisposition or transfer is made in compliance with this Agreement and the Loan Documents (or otherwise is not prohibited) (and Agent may, in its discretion, request, and rely conclusively without further inquiry on, a Permitted Disposition upon receipt certificate from the Borrower certifying as such prior to Agent taking any action to evidence such release) or such sale or Dispositiondisposition is approved by the Administrative Agent Requisite Lenders (or such greater number of the Net Proceeds thereof Lenders as may be required under Section 12.2); (iii) to the extent the applicable Collateral is or becomes Excluded Property and/or Excluded Principal Property; (iv) to the extent the applicable Collateral constitutes property leased to Credit Parties under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) to the extent the Credit Party owning such Collateral is released from its Obligations hereunder (pursuant to Section 13.10 or otherwise); or (vi) as required by this the terms of any Intercreditor Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders ▇▇▇▇▇▇▇ will confirm in writing the Collateral Agent’s authority to release any Liens Lien upon particular types or items of Collateral pursuant to this SECTION 8.16Section 10.11. In addition, the Lenders hereby authorize Agent, to subordinate any Lien granted to or held by Agent upon any Collateral to any Lien on such asset permitted pursuant to paragraph (6)(C) of the definition of Permitted Lien. In addition, the Guaranty of the Obligations by, and the liens on the assets of, any Restricted Subsidiary which is designated as an Unrestricted Subsidiary will automatically be terminated and released at the time of such designation. (b) Upon at least two Promptly, and in any event not later than five (25) Business Days’ prior following written request by the Lead Borrower▇▇▇▇▇▇▇▇, the Collateral Agent shall (and is hereby irrevocably authorized and directed by the Lenders ▇▇▇▇▇▇▇ to) execute such documents as may be necessary to evidence the release (or subordination) of the its Liens upon any Collateral described in SECTION 8.16(aas contemplated by Section 10.11(a); provided, however, that (i) the Collateral Agent shall be fully protected in relying on such certification by Borrower (and shall not be required responsible for or have a duty to execute ascertain or inquire into any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability representation or create warranty contained therein) and any obligation or entail any adverse consequence other than the release execution and delivery of such Liens requested documentation shall be without recourse or warranty, warranty to Agent (other than Agent’s authority to execute and deliver such documents) and (ii) such release shall not in any manner discharge, affect or impair the Obligations hereunder or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Credit Parties in respect of) all interests retained by any Loan PartyCredit Parties, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the CollateralCollateral to the extent contemplated by the Collateral Documents.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by to a Person that is not a Loan Party, (iii) which constitutes property subject to the Administrative Agent proviso in the definition of “Collateral” in the Security Agreement or subject to the proviso in SECTION 2.1 of the Net Proceeds thereof Pledge Agreement, (iv) as provided in any Intercreditor Agreement, including the ABL Intercreditor Agreement with respect to Revolver Priority Collateral and (v) as to the extent required by this AgreementCollateral of any Facility Guarantor, upon its release from its Facility Guarantee (including as a result of designation as an Unrestricted Subsidiary). Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the The Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (c) Each Lender irrevocably authorizes each of the Administrative Agent and the Collateral Agent to (i) release any Guarantor from its obligations under a Facility Guarantee if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder and (ii) upon the request of the Borrower and pursuant to documentation reasonably acceptable to the Administrative Agent and/or Collateral Agent, to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted under clause (f) or (h) of the definition of Permitted Encumbrances.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) Loans and all Letter of Credit Outstandings other Obligations which have matured and which the Collateral Agent has been reduced to zero (notified in writing are then due and payable; or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt compliance with the terms of this Agreement and the other Loan Documents; or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any the Collateral Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 10.08(a). (b) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(a)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 10.08(a). Upon at least two (2) Business Days’ receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by the Lead Borrowerany Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders upon any Collateral described in SECTION 8.16(a)such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Collateral Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation obligations or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (c) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, including (without limitation) protected or insured or has been encumbered or that the proceeds Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any saleof the rights, all of which shall continue authorities and powers granted or available to constitute part the Collateral Agent in this Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein.

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

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement, or (v) constituting the Stock or assets of a Subsidiary of Borrower in the event of a merger or dissolution permitted under Section 6.3 pursuant to which such Subsidiary is merged or dissolved out of existence. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.11; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party Borrower in respect of) all interests retained by any Loan PartyBorrower, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Guarantor from the Guaranty in the event of a merger or dissolution permitted under Section 6.3 pursuant to which such Guarantor is merged or dissolved out of existence. (a) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders hereby irrevocably authorize parties hereto agree, and the DIP Orders shall provide, that the Agent’s Liens on the Collateral shall continue to be valid, enforceable and perfected without the need for the Agent or any Lender to release prepare, file, register or publish any financing statements, mortgages, hypothecs, account control agreements, collateral access agreements, notices of Lien upon or similar instruments or to otherwise perfect the Agent’s Liens under applicable non-bankruptcy law. (b) Notwithstanding anything to the contrary herein, except as set forth in the DIP Orders, in no event shall the Collateral of the Debtors include any Collateral Excluded Property and/or any other property specifically excluded pursuant to the DIP Orders. (c) Each of the Loan Parties agrees that to the extent that its Obligations have not been paid in full, (i) its obligations shall not be discharged by any order confirming a Plan of Reorganization (and each of the Loan Parties, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) DIP Superpriority Claims (as defined in the DIP Order) granted to the Secured Parties pursuant to the DIP Orders and the Liens granted to the Secured Parties pursuant to the DIP Orders shall not be affected in any manner by any order confirming a Plan of Reorganization; provided that such Obligations shall be discharged either (i) upon the termination of the Commitments and such payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank)full, or (ii) constituting property upon such Obligations being sold, transferred or disposed treated in accordance with an Acceptable Plan of in a Permitted Disposition upon receipt by Reorganization and such treatment will provide for the Administrative Agent discharge of the Net Proceeds thereof Obligations arising hereunder if so provided by such Acceptable Plan of Reorganization. (d) Each Loan Party that is a Debtor hereby confirms and acknowledges that, pursuant to the extent required by this Agreement. Except as provided aboveInterim DIP Order (and, when entered, the Collateral Final DIP Order), the Liens in favor of the Agent will not release any on behalf of and for the benefit of the Secured Parties in all of the Collateral Agent(as defined in the Interim DIP Order, but in any case, excluding any Excluded Property and Avoidance Actions (but including, in the case of any Avoidance Actions, subject to the entry of the Final DIP Order, the proceeds thereof)), which includes, without limitation, all of such Debtor’s Liens Real Property (excluding any Real Property that is Excluded Property), now existing or hereafter acquired, shall be created and perfected without the prior written authorization recordation or filing in any land records or filing offices of the Applicable Lenders. Upon request by any Agent mortgage, assignment or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16similar instrument. (be) Upon Each Loan Party that is a Debtor further agrees that upon the request of the Agent (acting at least two the direction of the Required Lenders), such Loan Party shall execute and deliver to the Agent, as soon as reasonably practicable following such request but in any event within 45 days following such request (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute or such documents later date as may be necessary extended by the Required Lenders), with respect to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that Real Property owned or leased by such Loan Party (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner dischargecase, affect or impair excluding any Real Property that is Excluded Property) and identified by the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Agent, the applicable 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 Collateraldeliver Real Property Deliverables.

Collateral Matters. (i) Each Lender authorizes and directs Agent to enter into the Other Agreements for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Other Agreements, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or Other Agreements which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Other Agreements. (ii) Agent will not, without the consent of all Lenders, which consent shall (a) The Lenders hereby irrevocably authorize the Collateral Agent to be in writing and (b) not be unreasonably withheld, execute any release any Lien upon of Agent's security interest in any Collateral except for releases relating to dispositions of Collateral (ix) upon permitted by this Agreement and (y) in connection with the termination of the Commitments and payment and satisfaction repayment in full of all Obligations (of the Liabilities by Borrowers and the termination of all obligations of Agent and Lenders under this Agreement and the Other Agreements; provided, that Agent shall not be required to execute any such release on terms which, in Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than contingent indemnity obligations with respect the release of such liens without recourse or warranty. In the event of any sale or transfer of any of the Collateral, Agent shall be authorized to then unasserted claims)deduct all of the expenses reasonably incurred by Agent from the proceeds of any such sale, all Letters of Credit shall have expired transfer or terminated foreclosure. (or been collateralized iii) Lenders hereby agree that the lien granted to Agent in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting any property being sold, transferred sold or disposed of in a Permitted Disposition upon receipt by accordance with the Administrative Agent provisions of Paragraph 6 of the Net Proceeds thereof Agreement shall be automatically released; provided, however that Agent's lien shall attach to and continue for the extent required by this Agreement. Except as provided above, benefit of Agent and Lenders in the Collateral Agent will not release proceeds and products of such property arising from any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent such sale or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16disposition. (biv) Upon To the extent, pursuant to the provisions of this Paragraph (18)(iv), Agent's execution of a release is required to release its lien upon any sale and transfer of Collateral which is consented to in writing by the Requisite Lenders or all Lenders, as applicable, and upon at least two five (25) Business Days’ ' prior written request by the Lead a Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens liens granted to Agent for the benefit of Lenders herein or pursuant hereto upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral that was sold or transferred. (v) Agent shall not be required have no obligation whatsoever to execute Lenders or to any such document on terms whichother Person to assure that the Collateral exists or is owned by a Borrower or any other Obligor or is cared for, protected or insured or that the liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Paragraph (18) or in any of the Other Agreements, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its reasonable opinionsole discretion, would, under Applicable Law, expose given Agent's own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to liability Lenders, except for its gross negligence or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralwillful misconduct.

Collateral Matters. (a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion (it being understood that such release shall be mandatory under the Collateral Agent circumstances described in clauses (ii) and (iv) below if no Event of Default has occurred and is continuing at the time of such circumstances described in clause (ii) and (iv) below), to release any Lien upon on any Collateral Credit Party Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 7.3 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry) in which case Agent shall release such Credit Party Collateral at the request of Borrower, (iii) constituting property in which no Credit Party owned any interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased to any Credit Party under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Credit Party Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Credit Party Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s 's authority to release any such Liens upon on particular types or items of Credit Party Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 16.12; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent's opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Credit Party in respect of) all interests retained by any Loan each Credit Party, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Credit Party Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Credit Party Collateral exists or is owned by a Credit Party or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Credit Party Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in the Credit Party Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

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

Collateral Matters. (a) The Administrative Agent is hereby authorized by each Lender, without the necessity of any notice to or further consent from any Lender, and without the obligation to take any such action, to take any action with respect to any Collateral or any Security Document which may from time to time be necessary to perfect and maintain perfected the Liens of the Security Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Administrative Agent may deem necessary to release) any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of the Revolving Loan Commitments and the full Cash Collateralization of the then outstanding L/C Obligations and the payment and satisfaction in full of all Loans and all other Obligations payable under this Agreement and under the other Credit Documents (other than contingent indemnity indemnification obligations with and Obligations in respect to then unasserted claimsof Lender Rate Contracts and Lender Bank Products), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or ; (ii) constituting property being of the Loan Parties which is sold, transferred or otherwise disposed of in connection with any transaction not prohibited by this Agreement or the Credit Documents; (iii) constituting property leased to the Loan Parties under an operating lease which has expired or been terminated in a Permitted Disposition upon receipt transaction not prohibited by this Agreement or the Credit Documents or which will concurrently expire and which has not been and is not intended by the Administrative Agent Loan Parties to be, renewed or extended; (iv) consisting of an instrument, if the Indebtedness evidenced thereby has been paid in full; or (v) if approved or consented to by those of the Net Proceeds thereof to the extent Lenders required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersSection 8.04. Upon request by any Agent or any Loan Party at any timethe Administrative Agent, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 7.07. (bc) Upon at least two (2) Business Days’ prior written request by Unless otherwise expressly set forth in this Agreement or all the Lead Lenders otherwise consent in writing, any and all cash collateral for the Obligations shall be released to the Borrower, to the Collateral Agent shall (and is hereby irrevocably authorized by extent not applied to the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); providedObligations, however, that only if (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and Revolving Loan Commitments have been terminated (ii) such release shall not all Obligations (other than Obligations in respect of Lender Rate Contracts and Lender Bank Products) have been paid in full and are no longer outstanding, including, without limitation, any manner discharge, affect or impair the L/C 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 Collateralcontingent obligations.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than (A) contingent indemnity indemnification obligations and (B) Obligations in respect of obligations that may thereafter arise with respect to then unasserted claimsOther 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 Outstandings have been reduced to zero (or collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Bank), or (ii) of a Borrower or a Facility Guarantor upon the consummation of any transaction permitted by this Agreement as a result of which such Borrower or Facility Guarantor (as applicable) ceases to be a Borrower or a Facility Guarantor (provided that the Required Lenders shall have consented to such transaction (to the extent required by the 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 upon receipt by (other than a Permitted Disposition to a Person required to ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent or the Collateral Agent under the Loan Documents), subject to the conditions thereof, or upon the effectiveness of any written consent to the release of the Net Proceeds thereof security interest granted hereby in any Collateral pursuant to the extent required by SECTION 9.01 of this Agreement. Except as provided above, the Collateral Agent will not release any of the such Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.168.17. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerBorrower (or within such shorter period as the Collateral Agent may agree in writing), the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a8.17(a); provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (iA) upon the termination Full Payment of the Commitments and payment and satisfaction Obligations; (B) upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (C) if any such Collateral constitutes property in full of all Obligations which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (other than contingent indemnity obligations with respect D) if any such Collateral constitutes property leased to then unasserted claims), all Letters of Credit shall have an Obligor under a lease which has expired or been terminated (or been collateralized in a manner satisfactory to the applicable Issuing Banktransaction permitted under this Agreement; (E) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (F) as required by this Agreementthe Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (G) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset, and (H) if the percentage of Lenders required to consent to the Collateral being released hereunder, so consents to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (r) (as to Fixed Asset Collateral and, subject to exceeding certain caps in any applicable Intercreditor Agreement, the Current Asset Collateral), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable Law or legal process) deliver such Collateral in accordance with the terms of the applicable Intercreditor Agreement or, if no applicable Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q), or (r), so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q), or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q), or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r) of the definition of Permitted Liens, or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q), or (r), clause (p) of the definition of “Permitted Liens”, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral (other than, in each case any Inventory or Fracturing Equipment Parts (as defined in the Initial Intercreditor Agreement)) at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (iI) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (iiJ) 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 the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing. (d) In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Agent to release automatically the Parent from its obligations under the Parent Guarantee upon Full Payment of the Obligations.

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

Collateral Matters. (a) The Lenders Credit Parties hereby irrevocably authorize the Collateral Administrative Agent to release any Lien upon any Collateral Collateral: (i) upon the termination of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting property being sold, transferred or disposed of in a Permitted Disposition disposition permitted under SECTION 6.5 hereof upon receipt by the Administrative Agent of the Net Proceeds thereof (together with any prepayment fee or Make Whole Amount required by SECTION 2.17) to the extent required by this Agreement; or (iii) constituting property of ▇▇▇▇ ▇▇ or a Canadian Loan Party required to be released by SECTION 2.30. Except as provided above, the Collateral Administrative Agent will not release any of the Collateral Administrative Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any the Administrative Agent or any Loan Party Borrower at any time, the Lenders Credit Parties will confirm in writing the Collateral Administrative Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead BorrowerBorrowers, the Collateral Administrative Agent shall (and is hereby irrevocably authorized by the Lenders Credit Parties to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); provided, however, that (i) the Collateral Administrative Agent shall not be required to execute any such document on terms which, in its their reasonable opinion, would, under Applicable Lawapplicable law, expose the Collateral Administrative Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any 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. (c) Anything contained in any of the Loan Documents to the contrary notwithstanding, Loan Parties, Administrative Agent, each Lender and each other Credit Party hereby agree that (1) no Lender or other Credit Party (other than the Administrative Agent) shall have any right individually to realize upon any of the Collateral under any Security Document or to enforce the Facility Guarantee, it being understood and agreed that all powers, rights and remedies under the Security Documents and the Facility Guarantee may be exercised solely by Administrative Agent acting as agent for and representative of the Lenders and the other Credit Parties in accordance with the terms thereof, and (2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale under §363 of the Bankruptcy Code, Administrative Agent, any Lender or any other Credit Party may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of the Lenders and the other Credit Parties (but not any Lender or Lenders or any Credit Party or Credit Parties (other than Administrative Agent) in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled (at the direction of 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 public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Credit Parties of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Credit Party or its Subsidiaries owned any interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to a Credit Party or its Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Administrative Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.11; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Credit Parties in respect of) all interests retained by any Loan Partythe Credit Parties, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Credit Party or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

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

Collateral Matters. (a) The Agent is authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction this Agreement in full of all Obligations (other than contingent indemnity obligations accordance with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), Section 11.10.; or (ii) constituting property being sold, transferred as required or disposed of in a Permitted Disposition upon receipt permitted by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersSection 7.7. Upon request by any the Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section or any other applicable provision of any of the other Loan Documents. (bc) Upon at least two (2) Business Days’ prior written request by any sale and transfer of Collateral which is expressly permitted pursuant to the Lead Borrowerterms of this Agreement, the Collateral Agent shall (and is hereby irrevocably authorized by all of the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon any the Collateral described in SECTION 8.16(a)that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in its reasonable the Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, ; and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any Loan Party in respect of) all interests retained by the Borrower or any Loan PartySubsidiary, including (without limitation) the proceeds of any the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders, except to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Agent’s gross negligence or willful misconduct.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent to release any Lien upon on any property granted to or held by the Collateral Agent under any Financing Document for the benefit of the Senior Secured Parties (i) upon the termination occurrence of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Discharge Date, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being soldif approved, transferred authorized or disposed of ratified in a Permitted Disposition upon receipt by writing in accordance with Section 11.01 (Amendments, Etc.) or (iii) as permitted pursuant to the Administrative Agent terms of the Net Proceeds thereof to the extent required Financing Documents (including as contemplated by this Agreement. Except as provided above, Section 7.02(f) (Negative Covenants - Asset Dispositions)). (b) Upon request by the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time and from time to time, the Lenders will confirm in writing the Collateral Agent’s authority to release any Liens upon its interest in particular types or items of Collateral property pursuant to this SECTION 8.16Section 10.11. In each case as specified in this Section 10.11, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the Borrower or the Pledgor, as the case may be, such documents as such Person may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents in accordance with the terms of the Financing Documents and this Section 10.11. (bc) Upon at least two (2) Business Days’ prior written request Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any of the Lead Borrowerother Financing Documents to which it is party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents have no duty as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a); providedCollateral, howeveras to ascertaining or taking action with respect to calls, that (i) conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent is deemed to have knowledge of such matters, or as to taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral (including the filing of UCC continuation statements). The Collateral Agent shall not be required deemed to execute have exercised appropriate and due care in the custody and preservation of any such document on terms which, Collateral in its reasonable opinion, would, under Applicable Law, expose the possession if such Collateral Agent is accorded treatment substantially equal to liability or create any obligation or entail any adverse consequence that which 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 Collateralcollateral agents accord similar property.

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon the termination Full Payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property being sold, transferred in which the Obligors owned no interest at the time the Lien was granted or disposed of at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by this Agreementthe Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, consent to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1). Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Current Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent (1) such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is permitted by this Agreement and in the case of a Subsidiary ceasing to constitute a Subsidiary, the Borrower will be deemed to make a new Investment in the residual equity retained directly or indirectly by the Borrower and (2) no Default or Event of Default has occurred or is continuing or would result therefrom and (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent permitted by applicable law or legal process) deliver such Collateral in accordance with the terms of the ABL Intercreditor Agreement (and, as applicable, the Monarch Acquisition Intercreditor Agreement and the REV Energy Acquisition Intercreditor Agreement) or, if the ABL Intercreditor Agreement, the Monarch Acquisition Intercreditor Agreement and the REV Energy Acquisition Intercreditor Agreement are not then in effect, to the applicable Obligor. Promptly upon consummation of the FTS Distribution and Contribution Transaction, solely to the extent true, Borrower shall send a certificate to Agent confirming that FTS does not own any assets other than the Stock of Holdings, net operating losses with immaterial value and/or other property and assets with immaterial value (“FTS Distribution and Contribution Certificate”). Notwithstanding any other provisions set forth herein, upon the full and complete consummation of the FTS Distribution and Contribution Transaction and Agent’s receipt of the FTS Distribution and Contribution Certificate, (i) each of the FTS Pledge Agreements and the FTS Control Agreements shall be deemed terminated and released (automatically and through no further action of any Person), (ii) FTS shall no longer be deemed to be party to the Security Agreement or any other Loan Document (automatically and through no further action of any Person), (iii) the Collateral Agent’s Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries) shall be deemed terminated and released (automatically and through no further action of any Person), and (iv) the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents) irrevocably authorize the Collateral Agent to (A) release its Liens on the Stock and assets of FTS (but not the Stock issued by or the assets of the FTS Subsidiaries), and (B) if reasonably requested by the Borrower, promptly execute, as applicable, and deliver to the Borrower any such additional instruments, terminations, lien releases, discharges of security interests, pledges and other similar discharge or release documents or other writings to effect or evidence such release and termination. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act with the consent or at the direction of the Required Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

Collateral Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Credit Documents which may be necessary to perfect and maintain perfected the security interests in and Liens upon the Collateral granted pursuant to the Credit Documents. The Lenders hereby authorize the Administrative Agent to retain all Credit Documents related to the Collateral and all other documentation evidencing the perfected security interests in and Liens upon the Collateral, copies of which will be provided by the Administrative Agent to any Lender upon such Lender’s reasonable request. (b) If an Event of Default shall have occurred and be continuing, the Administrative Agent may, and at the request of the Required Lenders shall, take a security interest in assets and properties of the Borrower and its Subsidiaries that are not Collateral as the Administrative Agent shall request, in its sole discretion, and all such assets and properties shall be part of the Collateral securing the payment and performance of the Obligations. The Borrower or each Subsidiary of the Borrower, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Administrative Agent, at the Borrower’s expense, such documents (including, without limitation, mortgages, deeds of trust, deeds to secure debt, guarantees, security agreements, UCC financing statements, fixture filings, opinions of counsel, title insurance and endorsements) and other assurances as the Administrative Agent may reasonably request in order to create and perfect Liens on such assets and properties in favor of the Administrative Agent, subject to no other Liens other than Permitted Liens. (c) The Lenders irrevocably authorize the Collateral Agent Administrative Agent, at its option and in its discretion, to authorize the release of any Lien granted for the benefit of the Administrative Agent and the Lenders upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory known to the applicable Issuing Bank) Administrative Agent and all Letter of payable under this Agreement or any other Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Document; (ii) constituting property being sold, transferred sold or to be sold or disposed of as part of or in a Permitted Disposition upon receipt connection with any disposition permitted hereunder; (iii) consisting of an instrument evidencing Debt or other debt instrument, if the indebtedness evidenced thereby has been paid in full; or (iv) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, as the case may be, as provided in Section 13.11. Upon request by the Administrative Agent of the Net Proceeds thereof to the extent required by this Agreement. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable Lenders. Upon request by any Agent or any Loan Party at any time, the Lenders will confirm in writing the Collateral Administrative Agent’s authority to authorize the release any Liens upon of particular types or items of Collateral pursuant to this SECTION 8.16Section 12.10(c). (bd) Upon at least two (2) Business Days’ prior written In the event that a Credit Party desires to retire or sell any motor vehicle that is part of the Collateral, the Borrower shall submit to the Administrative Agent a Request for Vehicle Lien Release in the form of Exhibit L hereto, and, upon the approval of such request by the Lead BorrowerAdministrative Agent, the Collateral Administrative Agent shall release the first priority Lien on such motor vehicle. (e) The Lenders and is hereby the Borrower irrevocably authorized by authorize the Lenders to) execute such documents as may be necessary to evidence Administrative Agent, at its option and in its discretion, in the release of event that, at any time, the Liens upon any Collateral described in SECTION 8.16(a); provided, however, Administrative Agent determines that it does not have a perfected Lien on (i) such fee-owned real properties of the Collateral Agent shall not be required to execute any such document on terms whichBorrower and its Subsidiaries as constitute at least seventy-five percent (75%) of the aggregate value of all fee-owned real properties of the Borrower and its Subsidiaries, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and and/or (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 motor vehicles of the CollateralBorrower and its Subsidiaries as constitute at least seventy-five percent (75%) of the aggregate value of motor vehicles of the Borrower and its Subsidiaries, to obtain perfected Liens on such unencumbered fee-owned real properties and/or unencumbered motor vehicles as the Administrative Agent deems necessary to reach the seventy-five percent (75%) aggregate value threshold. Borrower shall provide the Administrative Agent with all information reasonably requested by the Administrative Agent from time to time related to assets owned by the Borrower and its Subsidiaries, shall cooperate fully with the Administrative Agent with respect to the performance of due diligence and the execution of documents necessary to facilitate such Lien perfection and shall pay all reasonable costs and expenses incurred by the Administrative Agent and its counsel in connection therewith.

Collateral Matters. (a) The Lenders hereby irrevocably authorize the Collateral Agent Agent, at its option and in its sole discretion, to release any Lien upon on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims)Obligations, all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or (ii) constituting property being sold, transferred sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Holdings, Borrower or their respective Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Holdings, Borrower or their respective Subsidiaries under a lease that has expired or is terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof to the extent required by transaction permitted under this Agreement. Except as provided above, the Collateral Agent will not execute and deliver a release of any of the Lien on any Collateral Agent’s Liens without the prior written authorization of (y) if the Applicable release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by any Agent or any Loan Party Borrower at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release any such Liens upon on particular types or items of Collateral pursuant to this SECTION 8.16. (b) Upon at least two (2) Business Days’ prior written request by the Lead Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens upon any Collateral described in SECTION 8.16(a)Section 15.11; provided, however, that (i1) the Collateral Agent shall not be required to execute any document necessary to evidence such document release on terms whichthat, in its reasonable Agent’s opinion, would, under Applicable Law, would expose the Collateral Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens Lien without recourse recourse, representation, or warranty, and (ii2) such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including (without limitation) including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Holdings, Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

Collateral Matters. (a) The Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize the Collateral Agent (and if applicable, any subagent appointed by the Collateral Agent under Section 13.2 or otherwise) to release any Lien its Liens on the Collateral, and the Collateral Agent’s Liens upon any Collateral shall be automatically released (i) upon the termination Full Payment of the Commitments and payment and satisfaction in full of all Obligations (other than contingent indemnity obligations with respect to then unasserted claims), all Letters of Credit shall have expired or terminated (or been collateralized in a manner satisfactory to the applicable Issuing Bank) and all Letter of Credit Outstandings have been reduced to zero (or collateralized in a manner satisfactory to the applicable Issuing Bank), or Obligations; (ii) constituting upon a disposition of Collateral permitted by Section 8.8 to a Person that is not an Obligor; (iii) if any such Collateral constitutes property being sold, transferred in which the Obligors owned no interest at the time the Lien was granted or disposed of at any time thereafter; (iv) if any such Collateral constitutes property leased to an Obligor under a lease which has expired or been terminated in a Permitted Disposition upon receipt by the Administrative Agent of the Net Proceeds thereof transaction permitted under this Agreement; (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee Agreement (in accordance with the second succeeding sentence and the Guarantee Agreement); (vi) as required by this Agreementthe Collateral Agent to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, (vii) to the extent such Collateral otherwise becomes an Excluded Stock or an Excluded Asset, and (viii) if the percentage of Lenders required to consent to the Collateral being released hereunder, so consents to the Collateral being released. Except as provided above, the Collateral Agent will not release any of the Collateral Agent’s Liens without the prior written authorization of the Applicable LendersRequired Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 12.1); provided that, in addition to the foregoing, the Collateral Agent may, in its discretion, release such Collateral Agent’s Liens on Collateral valued in the aggregate not in excess of $1,000,000 during each Fiscal Year without the prior written authorization of any Lender, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, Availability shall be no less than the Availability immediately prior to such release. Upon request by any the Collateral Agent or any Loan Party the Borrower at any time, subject to the Borrower having certified to the Collateral Agent that the disposition is made in compliance with Section 8.8 (which the Collateral Agent may rely conclusively on any such certificate, without further inquiry), the Lenders will confirm in writing the Collateral Agent’s authority to release any applicable Collateral Agent’s Liens upon particular types or items of Collateral pursuant to this SECTION 8.16Section 13.10. In addition, the Lenders (and each other Secured Party by their acceptance of the benefits of the Loan Documents shall be deemed to) hereby irrevocably authorize (w) the Collateral Agent to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.12(c) or (q) (as to Fixed Asset Collateral only), (x) the Agent to release automatically any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement or such Person otherwise becomes an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, (y) so long as both (1) no Default or Event of Default has occurred and is continuing or would result therefrom and (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, then, to the extent that the Collateral Agent obtains possession of any Collateral by operation of Section 13.12 of this Agreement that constitutes Collateral that Obligors are not required to deliver to Collateral Agent at such time pursuant to the terms hereof, the Security Documents or any other contractual arrangement with any Obligor, following the written request by Borrower, Collateral Agent shall (to the extent not prohibited by applicable law or legal process) deliver such Collateral in accordance with the terms of the applicable Intercreditor Agreement or, if no applicable Intercreditor Agreement is then in effect, to the applicable Obligor, and (z) if after the date hereof Collateral Agent’s Lien has been expanded to include Fixed Asset Collateral in connection with incurrence of Debt pursuant to Section 8.12(q)(x) or (r) so long as all of the following conditions are satisfied (1) no Default or Event of Default has occurred and is continuing or would result therefrom, (2) no Out-of-Formula Condition has occurred and is continuing or would result therefrom, and (3) no Debt has been incurred in reliance on Section 8.12(q)(x) or (r) that remains outstanding (and no commitments for Debt that, if incurred would be incurred in reliance on Section 8.12(q)(x) or (r), remain outstanding) and no Liens are outstanding in reliance on clause (r) of the definition of Permitted Liens, or, to the extent on account of Refinancing Debt, or outstanding commitments that, if incurred, would be Refinancing Debt, in each case incurred in reliance, directly or indirectly, on Section 8.12(q)(x) or (r)), clause (p) of the definition of “Permitted Liens”, promptly following the written request of the Borrower, the Collateral Agent shall release Collateral Agent’s Liens on Fixed Assets Collateral (other than, in each case any Inventory or Fracturing Equipment Parts (as defined in the Initial Intercreditor Agreement)) at the expense of the Obligors. Upon request by any Appointed Agent at any time, the Required Lenders will confirm in writing such Appointed Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.10(a). (b) Upon receipt by any Appointed Agent of any authorization required pursuant to Section 13.10(a) from the Lenders of such Appointed Agent’s authority to release or subordinate the applicable Collateral Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the Guarantee Agreement, and upon at least two three (23) Business Days’ prior written request by the Lead Borrower, the Collateral such Appointed Agent shall (and is hereby irrevocably authorized by the Lenders and the other Secured Parties to) execute such documents as may be necessary to evidence the release of the such Collateral Agent’s Liens upon any such Collateral described in SECTION 8.16(a)or to subordinate its interest therein, or to release such Guarantor from its obligations under the Guarantee Agreement; provided, however, that (i) the Collateral such Appointed Agent shall not be required to execute any such document on terms which, in its reasonable such Appointed Agent’s opinion, would, under Applicable Law, would expose the Collateral such Appointed Agent to liability or create any obligation or entail any adverse consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Loan Party the Obligors in respect of) all interests retained by any Loan Partythe Obligors, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of such Collateral. (c) The Collateral Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Collateral Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.