Common use of Collateral Matters Clause in Contracts

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements Each Lender hereby irrevocably authorizes and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of directs the Collateral or Agent to enter into the Security Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.01, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document 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 require be authorized and binding upon all of Lenders. The Collateral Agent is hereby authorized on behalf of all of Lenders, without the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance necessity of any notice to or further consent from any Lender from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Collateral Documents which may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Security Documents. (b) The Holders Each Lender hereby irrevocably authorize authorizes the Collateral Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon any Collateral upon final termination of the Aggregate Commitments and payment and satisfaction in full of all Loans and all Obligations (other Obligations; or Collateral constituting property being than contingent indemnification obligations), (ii) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; or Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required HoldersLenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, the Holders each Lender will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.13. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)9.13(b), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent for the benefit of the Holders Collateral Agent and Lenders herein or pursuant hereto upon such the applicable Collateral; provided, however, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of the Borrower or any Obligor other Loan Party in respect of) all interests in retained by the Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral retained Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any Obligorsuch sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Holder Lender or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any other Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or in any of the Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 9.13 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of Lenders. (e) Each Lender hereby appoints each other Lender as agent for the Holders and that purpose of perfecting the Collateral Agent’s or the Lenders’ security interest in assets that, in accordance with Article 9 or Division 9 (as applicable) of the applicable Uniform Commercial Code, can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefore, shall have no duty deliver such Collateral to the Collateral Agent or liability whatsoever to any other Holder, except as otherwise provided hereinin accordance with the Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Majority Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itCollateral Documents. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Administrative Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Administrative Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.07 7.08 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than Silgan and its Subsidiaries) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement Section 9.02, (iii) subject to a Permitted Lien pursuant to Sections 9.01(viii), (x) and the other Note Documents; or (xii), (iv) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)), (v) in connection with the release of Collateral provided in Section 8.15 or (vi) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)11.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 11.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Administrative Agent mayis authorized on behalf of the Secured Parties, but shall not be obligated towithout the necessity of any notice to or further consent from such Secured Parties, from time to time make such disbursements time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and advances maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (“Agent Advances”but not obligated) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose on behalf of the Collateral Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any portion thereof action in exigent circumstances as may be reasonably necessary to preserve any rights or to pay any other amount chargeable privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Issuer pursuant Security Documents, each Secured Party hereby agrees to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances paragraph (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicablea). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (a) upon final payment and satisfaction termination of this Agreement, termination of all Loans Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other ObligationsSecured Obligations payable under this Agreement and under any other Credit Document; or Collateral (b) constituting property being sold or to be sold or disposed of as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of disposition permitted under this Agreement and or any other Credit Document; (c) constituting property in which no Credit Party owned an interest at the other Note Documentstime the Lien was granted or at any time thereafter; or (d) constituting property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if approved, authorized or ratified in writing by the Required Holderssuch Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Holders Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)8.8. (c) Without Notwithstanding anything contained in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 Credit Documents to the Agent in this Section 10.07 contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or in any other Note Documentto enforce the Guaranty, it being understood and agreed that in respect all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Collateral, or any act, omission or event related thereto, Secured Parties in accordance with the Agent may act in any manner it may deem appropriate, in its sole discretion, given terms hereof and the Agent’s own interest in other Credit Documents. By accepting the Collateral if it also is one benefit of the Holders and that Liens granted pursuant to the Agent shall have no duty or liability whatsoever Security Documents, each Secured Party not party hereto hereby agrees to any other Holder, except as otherwise provided hereinthe terms of this paragraph (c).

Collateral Matters. (a) The Administrative Agent mayis authorized on behalf of the Secured Parties, but shall not be obligated towithout the necessity of any notice to or further consent from such Secured Parties, from time to time make such disbursements time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and advances maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (“Agent Advances”but not obligated) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose on behalf of the Collateral Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any portion thereof action in exigent circumstances as may be reasonably necessary to preserve any rights or to pay privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. Persons that are owed any other amount chargeable Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Issuer pursuant Security Documents hereby agrees to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances paragraph (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicablea). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby Lenders hereby, and Persons that are owed any Lender Hedging Obligations by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (a) upon final payment and satisfaction termination of this Agreement, termination of all Loans Hedge Contracts with such Persons, termination of all Letters of Credit, and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other ObligationsObligations payable under this Agreement and under any other Loan Document; or Collateral (b) constituting property being sold or to be sold or disposed of as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of disposition permitted under this Agreement and or any other Loan Document; (c) constituting property in which the other Note DocumentsBorrower or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; or if approved(d) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, authorized or ratified in writing and is not intended by the Required HoldersBorrower or such Subsidiary to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document if such Person ceases to be a Subsidiary as a result of a transaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Holders Secured Parties will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.07(b)8.09. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 9.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in the relevant Security Documents or (v) as otherwise provided in Section 12.21 hereof. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)11.11. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 11.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Existing Letter of Credit Exposure and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 9.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12), (iv) as otherwise may be expressly provided in the relevant Security Documents or (v) as otherwise provided in Section 12.21 hereof. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)11.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 11.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Each Lender hereby irrevocably authorizes and directs Administrative Agent mayto enter into the Security Documents for the benefit of such Lender. Each Lender hereby agrees, but shall not and each holder of any Note by the acceptance thereof will be obligated todeemed to agree, from time to time make such disbursements and advances (“Agent Advances”) which the Agentthat, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.1, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Majority Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document the Security Documents, and the exercise by the Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall require be authorized and binding upon all of Lenders. Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders, without the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance necessity of any notice to or further consent from any Lender from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Security Documents that may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Security Documents. (b) The Holders Each Lender hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (1) upon any Collateral upon final payment and satisfaction termination of all Loans Commitments and payment in full of all Obligations (other Obligations; than contingent indemnification obligations), (2) that is Disposed of or Collateral constituting property being sold to be Disposed of as part of or disposed of in connection with any sale or other Disposition permitted under the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Loan Documents; or , (3) subject to Section 10.1, if approved, authorized or ratified in writing by the Required HoldersMajority Lenders, or (4) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, the Holders each Lender will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.12, provided that the absence of any such confirmation for whatever reason shall not affect Administrative Agent’s rights under this Section 9.12. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders subsection (as set forth in this Section 10.07(c))b) above, each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Administrative Agent shall (and is hereby irrevocably authorized by the Holders each Lender to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of Administrative Agent and Lenders herein or pursuant hereto upon the Holders upon such applicable Collateral; provided, however, provided that (i) the Administrative Agent shall not be required to execute any such document on terms whichthat, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of Borrower or any Obligor other Restricted Person in respect of) all interests in the Collateral retained by Borrower or any Obligorother Restricted Person, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Holder Lender or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any other Restricted Person or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Administrative Agent herein or in any of the Agent Security Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.07 9.12 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Administrative Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets that, in accordance with Article 9 of the UCC, can be perfected only by possession. Should any Lender (other Holderthan Administrative Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby Noteholders irrevocably authorize the Collateral Agent, at its option and in its discretion, : (a) to take any action with respect to the Collateral which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Note Documents; (b) to release any Lien on any property granted to or held by the Collateral Agent under any Note Document (i) upon any Collateral upon final payment and satisfaction termination of the Payment in Full of all Loans and all other Obligations; or Collateral constituting property being , (ii) that is sold or disposed to be sold as part of or in connection with any Disposition permitted under each of the Note Purchase Agreements, (iii) in accordance with any provision for the release thereof provided for in the ordinary course Note Documents or this Agreement, (iv) pursuant to the instructions of any Obligor’s business and the Series B Administrative Holder in compliance accordance with the terms Section 2.7 of this Agreement (so long as such provision applies) in connection with any Enforcement Action, or (v) subject to Section 3.4(a)(v) hereof and Section 9.01 of each of the other Note Documents; Purchase Agreements, and so long as Section 3 applies, if so requested (or if approved, authorized or ratified in writing consented to) by the Required Holders. Noteholders; (c) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Note Document to the holder of any Lien on such property that is permitted by Section 6.02 of each of the Note Purchase Agreements; (d) to take any action to permit any Lien on any property granted to or held by the Collateral Agent under any Note Document to be equal in priority with the Liens securing the Claims to the extent permitted by Section 6.02 of each of the Note Purchase Agreements; and (e) following any such release or subordination described in the preceding clauses (b) and (c), to deliver to the Issuer or any other Person, at its expense, any Collateral so released that is then held by the Collateral Agent hereunder and to execute and deliver to the Issuer or any other Person such releases or other documents as the Issuer or such Person shall request to evidence or effectuate such release or subordination of Liens (including UCC termination statements, intercreditor agreements and collateral agency agreements). (f) Upon request by the Collateral Agent at any time, the Holders Series B Administrative Holder (if Section 2 applies) or the Required Noteholders (if Section 3 applies) will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 10.07(b)4.3. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, subject to the provisions of the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements and advances (“Agent Advances”) which prior to an Event of Default, to take any action with respect to any Collateral or Security Documents, subject to the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose provisions of the Intercreditor Agreement, which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral, subject to the provisions of the Intercreditor Agreement, (i) upon final termination of the Commitments and indefeasible payment and satisfaction in full of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 9.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)12.11 or (v) constituting Equity Interests or assets of any Subsidiary of the U.S. Borrower (other than the Bermuda Borrower) upon the liquidation or dissolution of such Subsidiary in a transaction permitted by the Credit Documents. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than Parent and its Subsidiaries) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 8.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 11.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 10.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Notwithstanding the provisions in Section 13.23 (Special Appointment of Administrative Agent for German Security) below, each Lender authorizes and directs the Administrative Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Lenders (or any authorized sub-group thereof) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, Administrative Agent to release and discharge any Lien granted to or held by the Administrative Agent or granted to and held by any of the Lenders themselves upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than any Credit Party) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with Section 10.02, (iii) upon the terms request of the Borrowers, so long as the fair market value of any Collateral released in any Fiscal Year pursuant to this Agreement and the other Note Documents; or Section 12.10(b)(iii) does not exceed $5,000,000, (iv) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (v) as otherwise may be expressly provided in the relevant Security Documents or (vi) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of the Guarantor from its obligations under its Guaranty in accordance with the terms of this Agreement. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b12.10(b)., (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Administrative Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Administrative Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.07 12.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision). (d) In no event will the Administrative Agent be replaced hereunder (or under any of the other Credit Documents) unless agreed to by the Co-Collateral Agents and the Administrative Agent. (e) Each Lender authorizes and directs the Administrative Agent to enter into the intercreditor agreements and related documents in respect of Secured Hedging Agreements and to enter into any intercreditor agreement contemplated by this Agreement.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than Intermediate Holdings, the ordinary course of any Obligor’s business Borrower and the Restricted Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 6.04, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 9.08) or (iv) as otherwise may be expressly provided in the relevant documentation granting such Lien. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)8.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 8.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender (including, for the avoidance of doubt, any Swingline Lender) or Issuing Bank an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.20, each Lender and Issuing Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other HolderGovernmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, except without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as otherwise provided hereinto the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Collateral Matters. (a) The Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby irrevocably authorizes and directs Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of enter into the Collateral or Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.01, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall require be authorized and binding upon all of Lenders and the L/C Issuer. Agent to expand or risk its own funds or otherwise incur any financial liability in is hereby authorized (but not obligated) on behalf of all of Lenders and the performance L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Collateral Documents which may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Collateral Documents. (b) The Holders Each Lender (including in such Lender’s capacity as a potential Cash Management Bank and a potential Hedge Bank) and the L/C issuer hereby irrevocably authorize the Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Agent upon any Collateral upon final Aggregate Commitments and payment and satisfaction in full of all Loans Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other Obligations; than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made)) and the expiration or Collateral constituting property being termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (B) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; or Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required HoldersLenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Agent at any time, each Lender and the Holders L/C Issuer will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.11. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c))b) above, each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by each Lender and the Holders to) L/C Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of Agent and Lenders and the Holders L/C Issuer herein or pursuant hereto upon such the applicable Collateral; provided, however, provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of Borrower or any Obligor other Loan Party in respect of) all interests in the Collateral retained by Borrower or any Obligorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Holder Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any other Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Agent herein or in any of the Agent Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 9.12 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other Holderthan Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) The Agent mayis authorized (but not required) on behalf of all the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from the Lenders, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary to take any action with respect to any Collateral or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or Documents which may be necessary to pay any other amount chargeable to perfect and maintain perfected the Issuer security interest in and Liens upon the Collateral granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itCollateral Documents. (b) The Holders Agent is hereby irrevocably authorize the Agentauthorized, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral Collateral: (i) upon final termination of the Commitments and payment and satisfaction in full of all Loans and all other Obligations; Obligations then payable under this Agreement and under any other Loan Document; (ii) constituting Property sold or Collateral constituting property being to be sold or disposed of as part of or in the ordinary course connection with any disposition permitted hereunder; (iii) consisting of an instrument evidencing Indebtedness or of any Obligor’s business and other debt instrument, if the Indebtedness evidenced thereby has been paid in compliance with the terms of this Agreement and the other Note Documentsfull; or or (iv) if approved, authorized or ratified in writing by the Required HoldersLenders or all the Lenders, as the case may be, as provided in subsection 9.1(f). Upon request by the Agent at any time, the Holders Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(bsubsection 8.10(b). (c) Without Each Lender agrees with and in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders favor of each other Lender (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent which agreement shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may not be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon Borrower or any of its Subsidiaries) that the Borrower’s obligation to such Collateral; provided, however, that (i) Lender under this Agreement and the Agent other Loan Documents shall not be required to execute equally and ratably secured by any such document on terms which, in the Agent’s opinion, would expose the Agent to liability real property and/or other collateral now or create hereafter securing any obligations or entail any consequence other than of the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Borrower or any Lien upon (of its Subsidiaries to such Lender, whether or obligations of any Obligor in respect of) all interests in not the same constitutes Collateral retained by any Obligorhereunder. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.

Collateral Matters. The Company shall have delivered to the Investors (aor any Collateral Agent on their behalf) The Agent may, but shall not be obligated to, from time to time make such disbursements each of the following: (i) confirmation that all UCC-1 financing statements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems other filings necessary or desirable to preserve, protect, prepare for sale or lease or dispose appropriate in the reasonable opinion of the Collateral Investors to perfect the security interests of the Investors (or any portion thereof or to pay any other amount chargeable to Collateral Agent on their behalf) in the Issuer pursuant to Collateral have been accepted for filing; (ii) such lien and judgment searches as the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b)Investors have reasonably requested, and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holderstermination statements or other documents, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence confirm that the release Collateral is subject to no other security interests in favor of any Persons other than Permitted Liens; (iii) the certificates or instruments representing any pledged Collateral, together with undated stock powers or endorsements, as the case may be, executed in blank, with respect thereto; (iv) if as of the Liens granted to the Agent for the benefit date of the Holders upon Initial Closing any Collateral is located on any premises in which any third party has an interest, such Collateralbailee agreement, subordination agreement, landlord waiver agreement or collateral access agreement, as applicable, duly executed by such third party, as the Investors shall reasonably request; provided, however, (v) evidence that (i) the Agent shall not be required to execute any such document on terms which, all other actions necessary or appropriate in the Agent’s opinion, would expose reasonable opinion of the Agent Investors to liability or create any obligations or entail any consequence other than perfect and protect 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 Lien upon (or obligations of any Obligor in respect of) all security interests in the Collateral retained have been taken, including such account control agreements in favor of the Investors (or any Collateral Agent on their behalf) with respect to the Company’s deposit and securities accounts, executed by any Obligor. each applicable bank, broker or other securities intermediary as the Investors shall reasonably request; and (dvi) The Agent shall have no obligation whatsoever to any Holder to assure evidence of satisfactory insurance coverage, together with evidence that the Investors have been named (or any Collateral exists or is owned by the Obligors or is cared for, protected or insured or Agent on their behalf has been encumbered or that the Lien granted to the Agent pursuant to this Agreement or any other Note Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at named) as loss payee under all or in any particular manner or policies of property insurance and as additional insured under any duty all policies of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided hereininsurance.

Collateral Matters. Each Lender (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, including in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Collateral or any portion thereof or Agent to pay any other amount chargeable take the actions to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest taken by them as set forth in Section 2.04(a) or10.24. In each case as specified in this Section 9.12, as applicable, Section 2.04(bthe applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ expense, execute and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged deliver to the Note Account applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement the Loan Documents and the other Note Documents; or if approved, authorized or ratified in writing by the Required HoldersSection 10.24. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in 9.12; provided that such confirmation shall not delay the effectiveness of any manner limiting release of Collateral made pursuant to Section 10.25. Each Lender hereby agrees, and each holder of any Note by the Agent’s authority acceptance thereof will be deemed to act without agree, that, except as otherwise set forth herein, any specific or further authorization or consent action taken by the Required Holders (as Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth in this Section 10.07(c))herein or therein, each Holder agrees to confirm in writingtogether with such other powers as are reasonably incidental thereto, shall be authorized and binding upon request by all of the Agent, the authority to release Lenders. The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by on behalf of all of the Holders to) execute such documents as 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 Collateral Documents which may be necessary to evidence perfect and maintain perfected the release of security interest in and liens upon the Liens Collateral granted pursuant to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) Documents. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 9.12, Section 10.24 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence, bad faith or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Lenders irrevocably authorize Administrative Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its their option and in its their discretion, without the necessity of any notice to or further consent from the Secured Parties: (i) to release any Lien on any property granted to or held by the Collateral Agent under any Security Document (A) upon any Collateral upon final termination of the Commitments and payment and satisfaction in full of all Loans and all Obligations (other Obligations; or Collateral constituting property being than contingent indemnifications obligations), (B) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; Loan Document, as contemplated by Section 9.17 or (C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Holders. Lenders; *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (ii) to take any actions with respect to any Collateral or Security Documents which may be necessary or desirable to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted pursuant to the Security Documents or for the preservation or protection of Collateral; and (iii) to take any action in exigent circumstances as may be reasonably necessary or desirable to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal Requirements. (b) Upon the request by of the Collateral Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)8.9. (c) Without The Borrower hereby irrevocably appoints each Agent as the Borrower’s attorney-in-fact, with full authority to, after the occurrence and continuance of an Event of Default, act for the Borrower and in any manner limiting the name of the Borrower to, in such Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred discretion upon the Agent under this Section 10.07. Upon receipt by occurrence and during the Agent continuance of confirmation from the Holders an Event of its authority to release any particular item or types of CollateralDefault, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability file one or create any obligations more financing or entail any consequence other than the release of such Liens without recourse or warrantycontinuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Borrower where permitted by law, (ii) such release shall not to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask, demand, collect, s▇▇ for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations respect of any Obligor in respect ofof the Collateral, (iv) all interests in to file any claims or take any action or institute any proceedings which such Agent may reasonably deem necessary for the collection of any of the Collateral retained by or otherwise to enforce the rights of the Collateral Agent with respect to any Obligorof the Collateral and (v) if the Borrower fails to perform any covenant contained in this Agreement or the other Security Documents after the expiration of any applicable grace periods, either Agent may itself perform, or cause performance of, such covenant, and the Borrower shall pay for the expenses of the Agents incurred in connection therewith in accordance with Section 9.4. The power of attorney granted hereby is coupled with an interest and is irrevocable. (d) The powers conferred on the Agents under this Agreement and the other Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Beyond the safe custody thereof, each Agent and each Lender shall have no obligation whatsoever duty with respect to any Holder Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to assure that any income thereon or the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered or that the Lien granted to the Agent pursuant to this Agreement preservation of rights against prior parties or any other Note Document has been properly rights pertaining thereto. Each Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither Agent nor any Lender shall be liable or sufficiently responsible for any loss or lawfully created, perfected, protected or enforced or is entitled damage 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 in this Section 10.07 or in any other Note Document, it being understood and agreed that in respect of the Collateral, or for 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 diminution in the Collateral if it also is one value thereof, by reason of the Holders act or omission of any warehouseman, carrier, forwarding agency, consignee, broker or other agent or bailee selected by the Borrower or selected by any Agent in good faith. *Information marked with an asterisk herein has been omitted and that filed separately with the Agent shall have no duty or liability whatsoever Commission pursuant to any other Holder, except as otherwise provided hereina request for confidential treatment.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to (1) release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than Holdings and its Subsidiaries) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 11.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 14.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents, and (2) release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Subsidiary Guarantor as a result of a transaction permitted under the Credit Documents or is otherwise permitted to be released from the applicable Guaranty pursuant to the Credit Documents. Upon request by the any Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or Guarantors from its obligations under the Subsidiaries Guaranty pursuant to this Section 10.07(b)13.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 13.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Administrative Agent mayand the Collateral Agent are hereby authorized by each Lender, but shall not be obligated towithout 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 make such disbursements be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose Liens of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders hereby Lenders irrevocably authorize the Collateral Agent, at its option and in its discretion, to release (and to execute and deliver such documents, instruments and agreements as the Collateral Agent may deem necessary to release) any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final 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 ObligationsObligations (other than contingent indemnity obligations to the extent no claim has been asserted) payable under this Agreement and under the other Credit Documents; or Collateral (ii) constituting property being sold of the Loan Parties which is sold, transferred or otherwise disposed of in the ordinary course of connection with any Obligor’s business and in compliance with the terms of transaction not prohibited by this Agreement and or the other Note Credit Documents; (iii) constituting property leased to the Loan Parties under an operating lease which has expired or if approved, authorized been terminated in a transaction not prohibited by this Agreement or ratified in writing the Credit Documents or which will concurrently expire and which has not been and is not intended by the Required HoldersLoan 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 Lenders required by Section 8.04. Upon request by the Collateral Agent at any timeor the Administrative Agent, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral (and the Administrative Agent’s authority to direct the Collateral Agent to so release particular types or items of Collateral) pursuant to this Section 10.07(b)7.07. (c) Without in any manner limiting Unless all the Agent’s authority to act without any specific or further authorization or Lenders otherwise consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by any and all cash collateral for the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent Obligations shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted released to the Agent for Borrower, to the benefit of extent not applied to the Holders upon such Collateral; providedObligations, however, that only if (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any 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 have been paid in any manner dischargefull and are no longer outstanding, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder to assure that the Collateral exists or is owned by the Obligors or is cared forincluding, protected or insured or has been encumbered or that the Lien granted to the Agent pursuant to this Agreement or any other Note 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 exercisingwithout limitation, any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided hereinL/C Obligations but not including contingent indemnification obligations.

Collateral Matters. (a) The Each Secured Party hereby irrevocably authorizes and directs Collateral Agent mayto enter into the Security Agreement and any related documents for the benefit of such Secured Party. Collateral Agent is hereby authorized (but not obligated) on behalf of all of Secured Parties, but shall not be obligated to, without the necessity of any notice to or further consent from any Secured Parties from time to time make such disbursements prior to an Event of Default, to take any action with respect to any Collateral or related documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms Loan Documents. Each Secured Party hereby agrees, and each holder of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; providedany Senior Note by the acceptance thereof will be deemed to agree, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Majority in Interest, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement Security Agreement, and the exercise by the Majority in Interest 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 Secured Parties. Each Secured Party hereby agrees, and each holder of any Senior Note Document by the acceptance thereof will be deemed to agree, that only a Majority in Interest shall require have the right, but not the obligation, to undertake the following actions: (i) if an event of Default occurs, after the applicable cure period, if any, a Majority in Interest may, on behalf of all Secured Parties, instruct the Collateral Agent to expand or risk its own funds or otherwise incur provide to Grantor notice to cure such default and/or declare the unpaid principal amount of the Senior Notes to be due and payable, together with any financial liability in and all accrued interest thereon and all costs payable pursuant to such Senior Notes; (ii) upon the performance occurrence of any Event of its duties hereunder Default after the applicable cure period, if any, a Majority in Interest may instruct the Collateral Agent to proceed to protect, exercise and enforce, on behalf of all the Secured Parties, their rights and remedies under the Loan Documents, and such other rights and remedies as are provided by law or thereunderequity; (iii) a Majority in Interest may instruct the Collateral Agent to waive any Event of Default by written notice to Grantor, or and the other Secured Parties; and (iv) a Majority in Interest may instruct the exercise Collateral Agent to take any action that it may take under this Agreement by instructing the Collateral Agent in writing to take such action on behalf of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itall the Secured Parties. (b) The Holders Each Secured Party hereby irrevocably authorize the authorizes Collateral Agent, at its option and in its discretion, , (i) to release any Lien lien on any property granted to or held by Collateral Agent under any Loan Document (A) upon termination or the Agent upon any Collateral upon final payment and satisfaction in full of all Loans and all other Obligations; or Collateral constituting property being Loans, (B) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; or Loan Document, (C) if approved, authorized or ratified in writing by the Required HoldersMajority in Interest, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any lien on any property granted to or held by Collateral Agent under any Loan Document to the holder of any lien on such property that is permitted by this Security Agreement or any other Loan Document. Upon request by the Collateral Agent at any time, the Holders each Secured Party will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)section. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c))b) above, each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders each Secured Party to) execute such documents as may be necessary to evidence the release or subordination of the Liens liens granted to the Collateral Agent for the benefit of Collateral Agent and Secured Parties or pursuant hereto upon the Holders upon such applicable Collateral; provided, however, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations Loans or any Lien liens upon (or obligations of any Obligor Grantor in respect of) all interests in the Collateral retained by Grantor, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any Obligorsale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Collateral Agent shall be authorized to deduct all expenses reasonably incurred by Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to any Holder Secured Party or any other person to assure that the Collateral exists or is owned by the Obligors Grantor or is cared for, protected or insured or has been encumbered or that the Lien liens granted to Collateral Agent herein or in any of the Agent Loan Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 section or in any other Note Documentof 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 if it also is as one of the Holders Secured Parties and that the Collateral Agent shall have no duty or liability whatsoever to Secured Parties. (e) Each Secured Party hereby appoints each other Secured Party as agent for the purpose of perfecting Secured Parties’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Secured Party (other Holderthan Collateral Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Secured Party shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver such Collateral to Collateral Agent or in accordance with Collateral Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business and Credit Parties) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; Sections 10.05 or 10.06, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. The Lenders hereby authorize (i) the Collateral Agent to release (or subordinate) any Lien granted to or held by the Collateral Agent upon any Collateral consisting of Receivables or Related Assets sold pursuant to any Auto Supplier Support Transaction and (ii) the Administrative Agent and the Collateral Agent to consent to any Auto Supplier Support Transaction and enter into any related documentation required in connection with the Credit Parties’ participation in the Auto Supplier Support Program. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release (or subordinate) particular types or items of Collateral pursuant to this Section 10.07(b)12.11. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Agreement Party or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to appoint a collateral agent, security trustee, trustee or Person serving in a similar capacity, including an Affiliate of the Collateral Agent, in such foreign jurisdiction and authorize such collateral agent, security trustee, trustee or Person serving in a similar capacity to enter into any Foreign Security Documents governed by the laws of such jurisdiction for the benefit of the Lenders and the other Secured Creditors. Each such collateral agent, security trustee, trustee or Person serving in a similar capacity shall be entitled to all of the benefits afforded the Collateral Agent hereunder (including, but not limited to the benefits under Section 12.07 and Section 13.01) and the powers of the Collateral Agent under the Section 12, as if such collateral agent, security trustee, trustee or Person serving in a similar capacity were the Collateral Agent hereunder. (e) The Lenders hereby authorize the Collateral Agent and each such collateral agent, security trustee, trustee or Person serving in a similar capacity referred to in the Section 12.11(d) to enter into any intercreditor arrangements to reflect the relative Lien priority of, or right to receive proceeds from Collateral securing, the DIP Facility relative to the Prepetition Facility and such other matters as may be incidental thereto.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Revolving Loan Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 10.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)12.09. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.09 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems 87 necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Sellers’ Secured Note Account in accordance with Section 4.02. All such "Agent Advances" Advances shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Sellers’ Secured Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Sellers’ Secured Note Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Sellers’ Secured Note 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 the Agent in this Section 10.07 or in any other Sellers’ Secured Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.

Collateral Matters. (a) The Administrative Agent mayis authorized on behalf of the Secured Parties, but shall not be obligated towithout the necessity of any notice to or further consent from such Secured Parties, from time to time make such disbursements time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and advances maintain the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent is further authorized (“Agent Advances”but not obligated) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose on behalf of the Collateral Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any portion thereof action in exigent circumstances as may be reasonably necessary to preserve any rights or to pay any other amount chargeable privileges of the Secured Parties under the Credit Documents or applicable Legal Requirements. By accepting the benefit of the Liens granted pursuant to the Issuer pursuant Security Documents, each Secured Party hereby agrees to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances paragraph (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicablea). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security Documents, irrevocably authorize the Agent, at its option and in its discretion, Administrative Agent to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (a) upon final payment and satisfaction termination of this Agreement, termination of all Loans Hedging Agreements with such Persons (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Advances, Letter of Credit Obligations and all other ObligationsSecured Obligations (other than indemnification obligations which survive termination of the Existing Credit Agreement and which are not yet due and payable) payable under this Agreement and under any other Credit Document; (b) constituting Property sold or Collateral constituting property being to be sold or disposed of as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of disposition permitted under this Agreement and or any other Credit Document; (c) constituting Property in which no Credit Party owned an interest at the other Note Documentstime the Lien was granted or at any time thereafter; or (d) constituting Property leased to any Credit Party under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; and (ii) release a Guarantor from its obligations under a Guaranty and any other applicable Credit Document if approved, authorized or ratified in writing by the Required Holderssuch Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. Upon the request by of the Administrative Agent at any time, the Holders Secured Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)8.8. (c) Without Notwithstanding anything contained in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 Credit Documents to the Agent in this Section 10.07 contrary, the Credit Parties, the Administrative Agent, and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or in any other Note Documentto enforce the Guaranties, it being understood and agreed that in respect all powers, rights and remedies hereunder and under the Security Documents may be exercised solely by Administrative Agent on behalf of the Collateral, or any act, omission or event related thereto, Secured Parties in accordance with the Agent may act in any manner it may deem appropriate, in its sole discretion, given terms hereof and the Agent’s own interest in other Credit Documents. By accepting the Collateral if it also is one benefit of the Holders and that Liens granted pursuant to the Agent shall have no duty or liability whatsoever Security Documents, each Secured Party not party hereto hereby agrees to any other Holder, except as otherwise provided hereinthe terms of this paragraph (c).

Collateral Matters. Each Lender (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, including in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral or any portion thereof or Agent to pay any other amount chargeable take the actions to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest taken by them as set forth in Section 2.04(a) orSections 7.04 and 10.24. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunderCollateral Documents, or in and the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required HoldersLenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (9.12. In each case as set forth specified in this Section 10.07(c)9.12, Section 7.04 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), each Holder agrees at the Borrower’s expense, execute and deliver to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute 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 Liens granted to Guaranty, in each case in accordance with the Agent for the benefit terms of the Holders upon such Collateral; providedLoan Documents, howeverthis Section 9.12, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, Section 7.04 and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Section 10.24. The Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 9.12, Section 7.04, Section 10.24 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Agent mayshall have received: (i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, but shall not be obligated tocopies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, from time to time make such disbursements and advances (“Agent Advances”) which in the Agent, in its 's sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of perfect the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described Agent's security interest in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a; (iii) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions searches of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability ownership of intellectual property in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of appropriate governmental offices and such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held patent/trademark/copyright filings as requested by the Agent upon any in order to perfect the Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of Agent's security interest in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b).Collateral; (civ) Without all instruments and chattel paper in any manner limiting the Agent’s authority to act without any specific possession of the Credit Parties, together with allonges or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents assignments as may be necessary or appropriate to evidence perfect the release of Collateral Agent's security interest in the Liens granted Collateral to the Agent for extent required under the benefit of Security Agreement and/or the Holders upon such Collateral; provided, however, that Pledge Agreement; (iv) the Agent shall not be required to execute any such document on terms whichduly executed consents as are necessary, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 's sole discretion, given to perfect the Collateral Agent’s own 's security interest in the Collateral; and (vi) satisfactory evidence that (A) the Collateral if it also is one Agent, on behalf of the Holders Lenders, holds a perfected Lien on all Collateral and that (B) none of the Agent shall have no duty or liability whatsoever Collateral is subject to any other Holder, except as otherwise provided hereinLiens other than Permitted Liens.

Collateral Matters. (a) The Each Lender hereby irrevocably authorizes and directs Administrative Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of enter into the Collateral or Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.1, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall require be authorized and binding upon all of Lenders. Administrative Agent is hereby authorized on behalf of all of Lenders, without the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance necessity of any notice to or further consent from any Lender from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Collateral Documents which may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Collateral Documents. (b) The Holders Each Lender hereby irrevocably authorize the authorizes Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (i) upon termination of the Agent upon any Collateral upon final Aggregate Commitments and payment and satisfaction in full of all Loans Obligations (other than contingent indemnification obligations) and the expiration or termination of all other Obligations; or Collateral constituting property being Letters of Credit, (ii) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; or Loan Document, (iii) subject to Section 10.1, if approved, authorized or ratified in writing by the Required HoldersLenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document; and (iii) to execute, deliver and perform its obligations under the Intercreditor Agreement. Upon request by the Administrative Agent at any time, the Holders each Lender will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.12. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c))b) above, each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Administrative Agent shall (and is hereby irrevocably authorized by the Holders each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of Administrative Agent and Lenders herein or pursuant hereto upon the Holders upon such applicable Collateral; provided, however, provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of Borrower or any Obligor other Loan Party in respect of) all interests in the Collateral retained by Borrower or any Obligorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Holder Lender or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any other Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Administrative Agent herein or in any of the Agent Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.07 9.12 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Administrative Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other Holderthan Administrative Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Lender shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) The Agent mayEach Lender hereby, but shall not be obligated to, irrevocably authorizes and directs Agent: (i) to enter into the Collateral Documents for the benefit of such Person; (ii) without the necessity of any notice to or further consent from any such Person from time to time make such disbursements and advances (“Agent Advances”) which prior to an Event of Default, to take any action with respect to the AgentCollateral Documents, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the any Collateral or any portion thereof or other property the subject of any Collateral Documents that may be necessary to pay any other amount chargeable to perfect and maintain perfected the Issuer Liens upon the collateral granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(dLoan Documents; (iii) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien on any property granted to or held by Agent under any Loan Document: (A) upon termination of the Agent upon aggregate Commitments and when all Obligations have been paid in full (other than unasserted contingent indemnification obligations and any Collateral upon final payment and satisfaction other obligations which, by their terms, are to survive the termination of all Loans and all other Obligationsthis Agreement); or Collateral constituting property being (B) that is sold or disposed of in the ordinary course of to be sold as permitted hereunder or under any Obligor’s business and in compliance with the terms of this Agreement and the other Note DocumentsLoan Document; or (C) subject to Section 12.7, if approved, authorized or ratified in writing by Required Lenders; or (D) in connection with any commercially reasonable foreclosure sale or other commercially reasonable disposition of any property after the Required Holdersoccurrence of an Event of Default; and (iv) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Agent at any time, the Holders each Lender will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral property pursuant to this Section 10.07(b)13.11. (cb) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)13.11(a)(iii) and Section 13.11(a)(iv), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders each Lender to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent herein or pursuant hereto upon the Agent for the benefit of the Holders upon such Collateralapplicable property; provided, however, that provided that: (i) the Agent shall not be required to execute any such document on terms whichthat, in the Agent’s opinion, would expose the Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, ; and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of Borrower or any Obligor other Loan Party in respect of) all interests in the Collateral retained by Borrower or any Obligorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the collateral. In the event of any sale or transfer of collateral, or any foreclosure with respect to any collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (dc) The Agent shall have no obligation whatsoever to any Holder Lender or any other Person to assure that the Collateral any collateral exists or is owned by the Obligors Borrower or any other Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Agent herein or in any of the Agent Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 13.11 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateralany 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 if it also is any collateral as one of the Holders and that Lenders. (d) Each Lender hereby appoints each other such Person as agent for the purpose of perfecting Agent’s or such Person’s security interest in assets that, in accordance with Section 9 or Division 9 (as applicable) of the UCC, can be perfected only by possession. Should any such Person (other than Agent) obtain possession of any such collateral, such Person shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall have no duty deliver such collateral to Agent or liability whatsoever to any other Holder, except as otherwise provided hereinin accordance with Agent’s instructions.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. In addition, each Lender, for the benefit of all parties to this Agreement, authorizes and directs the Collateral Agent to enter into the intercreditor agreements required in connection with the issuance of Permitted First Lien Notes and Permitted Second Lien Notes (which interecreditor agreements shall be deemed to constitute Security Documents for all purposes of this Agreement) and any amendments to the Security Documents that may be necessary in connection therewith for the benefit of the Lenders and the Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 10.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents or the last sentence of each of Sections 10.01 and 10.02. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)12.10; provided that any Lender that does not respond to such request within fifteen days of it being made by the Collateral Agent shall have deemed to have confirmed the Collateral Agent’s authority to release the Collateral. (c) Without Anything contained in any manner limiting of the Agent’s authority Credit Documents to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agentcontrary notwithstanding, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any ObligorBorrower, the Agent shall (Agents and is each Secured Creditor hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, agree that (i) no Secured Creditor shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised by the Administrative Agent, on behalf of the Secured Creditors in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised by the Collateral Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) in the event of a foreclosure by the Collateral Agent or on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral or any Lender may be the purchaser or licensor of any or all of such release Collateral at any such sale or other disposition and the Collateral Agent, as agent for, and representative of, the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall not otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any manner dischargeportion of the Collateral sold at any such public sale, affect or impair to use and apply any of the Obligations or as a credit on account of the purchase price for any Lien upon (or obligations of any Obligor in respect of) all interests in collateral payable by the Collateral retained by any Obligor. (d) Agent at such sale or other disposition. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender (including in its capacity as an Issuing Lender) authorizes and directs the Security Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Security Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize and direct the Security Agent, at its option and in its discretiondiscretion or upon request of a Borrower, to release or subordinate (as the case may be) any Lien granted to or held by the Security Agent upon any Collateral (i) upon final termination of the Total Commitment (and all Letters of Credit) and payment and satisfaction of all Loans of the Secured Obligations (other than inchoate indemnification obligations and all other Obligations; contingent obligations not due and payable) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than an Obligor unless such respective Obligor is not required to give a security interest in the ordinary course of any Obligor’s business and assets being transferred) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 10.05, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Security Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)12.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Security Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Obligor or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Security Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Security Agent in this Section 10.07 or 12.10, in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Security Agent may act in any manner it may deem appropriate, in its sole discretion, given the Security Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Security Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) The Security Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other HolderCredit Document by or through, except as otherwise provided hereinor delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Security Agent. The Security Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Section 12 and Section 13.01 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Security Agent. (e) Each Lender authorizes and directs the Security Agent and the Administrative Agent to enter into the intercreditor agreements, third party holder (tiers détenteur) appointment agreements and related documents in respect of the Secured Hedging Arrangements and the Secured Cash Management Arrangements and this Section 12.10(e), it being understood that such intercreditor agreements and/or other documents shall contain an acknowledgement that the Hedging Creditors and Cash Management Creditors are bound by and restate the authorizations set forth in Section 12.11. (f) Each Lender authorizes and directs the Security Agent and the Administrative Agent to enter into acknowledgments and other agreements with the financial institutions providing the cash pooling arrangements which recognize such financial institution’s right to net out balances in the deposit accounts included in the cash pooling arrangements will be senior to the security interest of the Security Agent in such deposit accounts. It is understood and agreed that the Collection Accounts and Concentration Accounts will not be permitted to be subject to such cash pooling arrangements.

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances Each Lender (“Agent Advances”) which the Agent, including in its sole discretion, deems necessary or desirable capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to preserve, protect, prepare for sale or lease or dispose of enter into the Collateral or Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.01, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall require be authorized and binding upon all of Lenders and the L/C Issuer. Administrative Agent to expand or risk its own funds or otherwise incur any financial liability in is hereby authorized (but not obligated) on behalf of all of Lenders and the performance L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Collateral Documents which may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Collateral Documents. (b) The Holders Each Lender and the L/C Issuer hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Agent upon any Collateral upon final Aggregate Commitments and payment and satisfaction in full of all Loans Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all other Obligations; or Collateral constituting property being Letters of Credit, (B) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; or Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required HoldersLenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Administrative Agent at any time, each Lender and the Holders L/C Issuer will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.11. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders subsection (as set forth in this Section 10.07(c))b) above, each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the Holders L/C Issuer to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of Administrative Agent and Lenders and the Holders L/C Issuer herein or pursuant hereto upon such the applicable Collateral; provided, however, provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of Borrower or any Obligor other Loan Party in respect of) all interests in the Collateral retained by Borrower or any Obligorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Holder Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any other Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Administrative Agent herein or in any of the Agent Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.07 9.11 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as Administrative Agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other Holderthan Administrative Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions.

Collateral Matters. (a) The Agent mayBorrower shall, but and shall not be obligated cause each Subsidiary to, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments, and do such further acts, as the Collateral Agent may reasonably request from time to time make such disbursements and advances in order: (“Agent Advances”a) which to ensure that (i) the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose obligations of the Collateral or any portion thereof or to pay any Borrower hereunder and under the other amount chargeable Financing Agreements (as defined in the Intercreditor Agreement) are secured by substantially all assets of the Borrower, subject to the Issuer exceptions set forth in Exhibit A-3 and guaranteed, pursuant to the terms of this AgreementSubsidiaries Guaranty, by all Subsidiaries (including, without limitationpromptly upon the acquisition or creation thereof, costs, fees and expenses as described in Sections 8.01(d) any Subsidiary created or 12.04; provided, that acquired after the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(bEffective Date), and shall be and (ii) the obligations of each Subsidiary under the Subsidiaries Guaranty are secured by substantially all of the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment assets of such funds or adequate indemnity against such risk or liability is assured to it.Subsidiary, and (b) The Holders hereby irrevocably authorize to perfect and maintain the Agentvalidity, at its option effectiveness and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course priority of any Obligor’s business and in compliance with of the terms of this Agreement Security Documents and the other Note Documents; or if approvedLiens intended to be created thereby, authorized or ratified in writing by subject to the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as exceptions set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by Exhibit A-3. Without limiting the Agentgenerality of the foregoing, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of CollateralBorrower shall, and upon prior written request by any Obligorshall cause each Subsidiary to, take the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, it being understood and agreed that actions in respect of Collateral set forth on Exhibit A-3 within the Collateral, or times set forth therein. Contemporaneously with the execution and delivery of any act, omission or event related theretodocument referred to above, the Borrower shall, and shall cause each Subsidiary to, deliver all resolutions, opinions and corporate documents as the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given reasonably request to confirm the Agent’s own interest in enforceability of such document and the Collateral if it also is one perfection of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holdersecurity interest created thereby, except as otherwise provided hereinif applicable.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. 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 Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Collateral Agent upon any Collateral (A) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (B) constituting property being sold or otherwise disposed of in (to Persons other than a Credit Party) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 10.02, (C) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (D) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below or (E) as otherwise may be expressly provided in the relevant Security Documents, (ii) at the request of the U.S. Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01 but only to the extent Section 10.01 permits such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents and (iii) to release any Subsidiary Guarantor from its obligations under any Credit Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or guarantees pursuant to this Section 10.07(b)12.11. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors either Borrower or any of its Restricted Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) For greater certainty, and without limiting the powers of the Collateral Agent hereunder or under any of the other HolderCredit Documents, the Borrowers hereby acknowledge that the Collateral Agent shall, for purposes of holding any security granted by any Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of any Credit Party under any bond or debenture (the Quebec Secured Obligations), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or debenture. Each Lender, for itself and for all present and future affiliates that are or may become a Lender, hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by each Credit Party in the Province of Quebec to secure the Quebec Secured Obligations. Each assignee (for itself and for all present and future affiliates) of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation. The substitution or replacement of the Administrative Agent pursuant to Section 12.10 shall also constitute the substitution or replacement of the fondé de pouvoir. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any bond or debenture. The Borrowers hereby acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The fondé de pouvoir shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise provided hereinspecifically restricted hereunder, all rights and remedies given to the fondé de pouvoir pursuant to any hypothec, bond, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent, mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to an indemnification by the Lender, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements prior to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and Liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any Credit Document (i) upon any Collateral upon final termination of all Commitments and payment and satisfaction in full of all Loans and all the Obligations (other Obligations; than contingent indemnification obligations) at any time arising under or Collateral constituting property being in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Parent Guarantor and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 8.02, (iii) in connection with any Flag Jurisdiction Transfer, provided that the terms of this Agreement requirements thereof are satisfied by the relevant Credit Party, and the other Note Documents; or (iv) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 11.13) or (v) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 10.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other Holderproceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except as for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise provided hereindispose of any Collateral upon the request of the Parent Guarantor, any Subsidiary of the Parent Guarantor, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender authorizes and directs the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent to enter into (x) the Security Documents and the Intercreditor Agreement for the benefit of the Lenders and the other Secured Parties, (y) any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to the Intercreditor Agreement or enter into a separate intercreditor agreement in connection with the incurrence by any Loan Party or any Subsidiary thereof of Incremental Indebtedness (each, an “Intercreditor Agreement Supplement”) to permit such Incremental Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the relevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) and (z) any Incremental Commitment Amendment or Extension Amendment as provided in Section 2.10 or 2.11, respectively. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Collateral Agent, the Administrative Agent, the Canadian Agent, the Canadian Collateral Agent, the Co-Collateral Agent or the Required Lenders in accordance with the provisions of this Agreement, the Security Documents or the Intercreditor Agreement (as amended by any Intercreditor Agreement Supplement), and the exercise by the Agents or the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayand the Canadian Collateral Agent are hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements time, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the Security Documents. Except for any joinders with respect to additional facilities or as otherwise required or contemplated by the terms thereof, the Collateral Agent shall not enter into amendments, amendments and restatements, restatements or waivers of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) supplements to or 12.04; provided, that the Agent will provide notice other modifications to the Issuer at least 5 days prior Intercreditor Agreement or any intercreditor agreements without the consent of the Co-Collateral Agent, such consent not to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable)be unreasonably withheld or delayed. The Collateral Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) oror the Canadian Collateral Agent, as applicablethe case may be, Section 2.04(b)may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, and shall 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 secured accomplished without undue effort or expense by the Collateral. The Agent Advances shall constitute Obligations hereunder time or times at which may it would otherwise be charged required to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available accomplished by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Administrative Agent, the Collateral Agent, the Canadian Agent, the Canadian Collateral Agent and the Co-Collateral Agent, as applicable, in each case at its option and in its discretion, discretion (A) to release any Lien granted to or held by the such Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the obligations under the Loan Documents at any time arising under or Collateral in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than a Loan Party) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with Section 8.6, (iii) constituting property being sold pursuant to an agreement in effect on the terms date of this Agreement with respect to real property located in Hapeville, Georgia and the other Note Documents; or Norfolk, Virginia, (iv) if approved, authorized or ratified in writing by the Required HoldersLenders (or such greater amount, to the extent required by Section 11.1) (v) constituting Term Priority Collateral upon the Discharge of Term Collateral Obligations (as defined in the Intercreditor Agreement) or (vi) as otherwise may be expressly provided in the relevant Security Documents and (B) to subordinate any Lien on any Excluded Assets or any other property granted to or held by such Agent, as the case may be under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.3. Upon request by the Administrative Agent, the Collateral Agent, the Canadian Agent or the Canadian Collateral Agent, at any time, the Holders Lenders will confirm in writing the such Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)10.9. If the Term Priority Collateral has been released pursuant to Section 10.9(b)(iv) upon or after the Discharge of Term Collateral Obligations, and any Indebtedness is subsequently incurred by the Parent Borrower or any Restricted Subsidiary which Indebtedness is or is to be secured by a material portion of the Term Priority Collateral and a material portion of the ABL Priority Collateral with the same relative priority to the Obligations hereunder as existed prior to such Discharge of Term Collateral Obligations, the Borrowers agree to promptly provide the Collateral Agent, for the benefit of the Secured Parties, with a Lien over such Term Priority Collateral substantially similar to the Lien previously granted under the Security Documents and released pursuant to Section 10.9(b)(iv) and agree to promptly cause the lenders or holders of such Indebtedness (or the relevant agent therefor, as applicable) to enter into the Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Co-Collateral Agent. (c) Without The Lenders hereby authorize the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent as the case may be, in each case at its option and in its discretion, to enter into any manner limiting amendment, amendment and restatement, restatement, waiver, supplement or modification, and to make or consent to any filings or to take any other actions, in each case as contemplated by Section 11.22. Upon request by any Agent, at any time, the Lenders will confirm in writing any Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor10.9(c). (d) The No Agent shall have no any obligation whatsoever to any Holder the Lenders to assure that the Collateral exists or is owned by the Obligors Holdings or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the any Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent Agents in this Section 10.07 10.9 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the each Agent may act in any manner it may deem appropriate, in its sole discretion, given the such Agent’s own interest in the Collateral if it also is one of the Holders as Lender and that the no Agent shall have no any duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct. (e) Notwithstanding any provision herein to the contrary, any Security Document may be amended (or amended and restated), restated, waived, supplemented or modified as otherwise provided hereincontemplated by Section 11.22 with the written consent of the Agent party thereto and the Loan Party thereto. (f) The Collateral Agent may, and hereby does, appoint the Administrative Agent, the Canadian Agent and the Co-Collateral as its agent for the purposes of holding any Collateral and/or perfecting such Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the collateral as such Agents may from time to time agree. The Canadian Collateral Agent may, and hereby does, appoint the Canadian Agent and the Co-Collateral Agent as its agent for the purposes of holding any Collateral and/or perfecting the Canadian Collateral Agent’s security interest therein and for the purpose of taking such other action with respect to the Collateral as such Agents may from time to time agree. (g) The Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent and the Co-Collateral Agent each hereby agree that to the extent such Agent receives any notice from the Loan Parties hereunder, such Agent shall promptly deliver a copy to each other Agent hereunder in accordance with Section 11.2 hereunder, and the Borrowers hereby authorize such delivery.

Collateral Matters. (a) The Each Bank authorizes and directs the Collateral Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which enter into the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare Collateral Documents for sale or lease or dispose the benefit of the Collateral or Banks. Each Bank hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay agree, that, except as otherwise set forth herein, any other amount chargeable to action taken by the Issuer pursuant to Required Banks in accordance with the terms provisions of this Agreement, includingor by the Required Secured Creditors under the Collateral Documents, and the exercise by the Required Banks or Required Secured Creditors, as the case may be, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Banks. The Collateral Agent is hereby authorized on behalf of all of the Banks, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide necessity of any notice to the Issuer at least 5 days prior or further consent from any Bank, to making take any Agent Advances (unless giving such notice would prejudice the Agent’s ability action with respect to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder any Collateral or Collateral Documents which may be charged necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itCollateral Documents. (b) The Holders Banks hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, upon the direction of the Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of in upon receipt of the ordinary course proceeds of any Obligor’s business and such sale by the Collateral Agent if the Borrower certifies to the Collateral Agent that the sale or disposition is made in compliance with the terms of this Agreement and the other Note Documents; Existing Credit Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required HoldersBanks or Required Secured Creditors, as the case may be, unless such release is required to be approved by all of the Banks hereunder. Upon request by the Agent at any time, the Holders Banks will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement and the Existing Credit Agreement, or consented to in any manner limiting the Agent’s authority to act without any specific or further authorization or consent writing by the Required Holders (Banks or Required Secured Creditors, as set forth in this Section 10.07(c))the case may be, each Holder agrees to confirm in writingor all of the Banks, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateralas applicable, and upon at least five (5) Business Days' prior written request by any Obligorthe Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Holders Banks 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 Holders Banks herein or pursuant hereto upon such Collateralthe Collateral 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 the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligations obligation or entail any consequence other than the release of such Liens without recourse recourse, representation or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of the Borrower or any Obligor of its Subsidiaries in respect of) all interests in retained by the Borrower or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral retained Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any Obligorsuch sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Banks or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 10.10 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral if it also is as one of the Holders Banks and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Banks, except for its gross negligence or willful misconduct. (e) It is acknowledged and agreed by all the Banks that (i) the priorities with respect to the Collateral are as otherwise provided hereinset forth in the Collateral Documents and are expressly subject to the provisions of Section 11 hereof and (ii) to the extent the provisions of the Collateral Documents are inconsistent with any of the provisions of this Section 10, the provisions of the respective Collateral Document shall prevail.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements prior to or during an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and Liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any Credit Document (i) upon any Collateral upon final payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral constituting property being in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 8.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 11.13) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Facility Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)10.11. (c) Without The Lenders hereby agree to, and direct the Facility Agent and the Collateral Agent to, automatically release any Subsidiary Guarantor from the Subsidiaries Guaranty (i) upon payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in any manner limiting respect of this Agreement or the Agent’s authority to act without any specific Credit Documents or further authorization the transactions contemplated hereby or consent thereby, (ii) that is wound up, liquidated, dissolved, merged consolidated or amalgamated in compliance with Section 8.02, (iii) if approved, authorized or ratified in writing by the Required Holders Lenders (or all of the Lenders hereunder, to the extent required by Section 11.13) or (iv) as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as otherwise may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, expressly provided in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any ObligorSubsidiaries Guaranty. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 10.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other Holderproceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (e)(i), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (ii) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (iii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10.11(e)(ii)), except as for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise provided hereindispose of any Collateral upon the request of Parent, any Subsidiary of Parent, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (ai) The Administrative Agent mayand the FILO B Documentation Agent shall have received a duly completed Perfection Certificate, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose dated as of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this AgreementClosing Date, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance together with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itall attachments contemplated thereby. (bii) The Holders hereby irrevocably authorize Administrative Agent and the Agent, at its option and in its discretion, FILO B Documentation Agent shall have received the results of customary lien searches with respect to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of each Loan Party in the ordinary course jurisdiction in which such Loan Party is organized or incorporated and with respect to such other locations and names of any Obligor’s business and in compliance such Loan Party listed on the Perfections Certificate, together with copies of the terms of this Agreement financing statements (or similar documents) disclosed by such searches, and the other Note Documents; Administrative Agent and the FILO B Documentation Agent shall have received evidence reasonably satisfactory to the Administrative Agent and the FILO B Documentation Agent that the Liens indicated by such financing statements (or if approved, similar documents) are either permitted by Section 6.02 or have been released (or authorized or ratified for release in writing by a manner reasonably satisfactory to the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (ciii) Without in Each document (including any manner limiting the Agent’s authority to act without any specific or further authorization or consent Uniform Commercial Code financing statement) required by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of itself, the Holders upon such Collateral; providedLenders and the other Secured Parties, however, that (i) the Agent shall not be required to execute any such document a perfected Lien on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 described therein prior and superior in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever right to any other HolderPerson (other than with respect to Liens expressly permitted by Section 6.02 to be prior to the Liens of the Administrative Agent in the applicable Collateral (including Liens on Term Loan Priority Collateral securing the Term Loan Obligations permitted under Section 6.02(b)(iii)), except as otherwise provided hereinshall have been filed, registered or recorded or immediately upon the effectiveness of this Agreement will be filed, registered or recorded by the Administrative Agent.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements and advances (“Agent Advances”) prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which the Agent, in its sole discretion, deems may be necessary or desirable to preserve, protect, prepare for sale or lease or dispose of perfect and maintain perfected the security interest in and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Total Commitment and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and the Subsidiary Guarantors) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 8.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 11.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without in any manner limiting The Lenders hereby authorize the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of at its authority option and in its discretion, to release any particular item or types of Collateral, Subsidiary Guarantor from its obligations under the Guaranty and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized Collateral Agreement if expressly provided for by the Holders to) execute such documents as may be necessary to evidence the release terms of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligorthis Agreement. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 10.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable Subject to the Issuer pursuant to the terms provisions of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement Applicable Intercreditor Agreements and the other Note relevant Loan Documents; , the Collateral Documents, together with such filings and other actions required to be taken hereby or if approved, authorized or ratified in writing by the Required Holders. Upon request by applicable Collateral Documents (including the delivery to the Collateral Agent at of any time, Pledged Debt and any Pledged Equity required to be delivered to the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral Agent pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)applicable Collateral Documents), each Holder agrees are effective to confirm create in writing, upon request by favor of the Collateral Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; providedSecured Parties, howeverlegal, that valid and enforceable (ix) first priority Liens (subject to Liens permitted by Section 6.06) on all right, title and interest of the Agent shall not be required to execute any such document on terms which, respective Loan Parties in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, ABL Priority Collateral described therein and (iiy) such release shall not in any manner dischargesecond priority Liens (subject to Liens permitted by Section 6.06) on all right, affect or impair title and interest of the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests respective Loan Parties in the Term Priority Collateral retained by any Obligor. described therein. Notwithstanding anything herein (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in including this Section 10.07 4.18) or in any other Note DocumentLoan Document to the contrary, it being understood neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary under foreign Law, or as to the rights and agreed that in respect remedies of the CollateralAdministrative Agent, the Collateral Agent or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or any act, omission the effects of perfection or event related theretonon-perfection, the Agent may act in priority or the enforceability of any manner it may deem appropriatepledge of or security interest to the extent such pledge, in its sole discretionsecurity interest, given the Agent’s own interest in perfection or priority is not required pursuant to the Collateral if it also is one and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 5.11 or 3.01(a), the pledge or creation of any security interest, or the Holders and that effects of perfection or non-perfection, the Agent shall have no duty priority or liability whatsoever enforceability of any pledge or security interest to any other Holder, except as otherwise provided hereinthe extent not required on the Closing Date pursuant to Section 3.01(a).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Total Commitment and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 9.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)11.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 11.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees, and each holder of any Obligations by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements and advances (“Agent Advances”) which the Agentprior to an Event of Default, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the take any action with respect to any Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder Loan Document which may be charged necessary to perfect and maintain perfected the Note Account security interest in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by and liens upon the Holders, as no provisions of Collateral granted pursuant to this Agreement or any Note Document shall require and the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itLoan Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final payment and satisfaction of all Loans and all the Obligations at any time arising under or in respect of this Agreement or the other Obligations; Loan Documents or Collateral the transactions contemplated hereby or thereby (other than those arising from indemnities for which no claim has been made), (ii) constituting property -82 being sold or disposed of in (to Persons other than any Credit Party) upon the ordinary course of any Obligor’s business and sale thereof in compliance with, or as otherwise permitted in connection with the terms of this Agreement and the other Note Documents; a transaction permitted under Section 6.2.11 or 6.2.12, or (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all Lenders, if such release is required to be approved by all of the Lenders hereunder). Upon request by the Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.07(b)9.9. (c) Without Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in any manner limiting the Agent’s authority to act without any specific or further authorization or consent writing by the Required Holders (Lenders, as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateralapplicable, and upon at least five (5) Business Days' (or such shorter period as is reasonably acceptable to the Collateral Agent) prior written request by any Obligorthe Borrower Representative, the Collateral Agent shall (and is hereby irrevocably authorized by the Holders 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 Holders Lenders herein or pursuant hereto upon such Collateral; providedthe Collateral that was sold or transferred, however, provided that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s 's reasonable opinion, would expose the Collateral Agent to liability or create any obligations obligation or entail any consequence other than the release of such Liens without recourse recourse, representation or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of any Obligor Credit Party in respect of) all interests in the Collateral retained by any ObligorCredit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any foreclosure or similar enforcement action with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the costs and expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors or is cared for, protected any Credit Party or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 9.9 or in any other Note Documentof 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 reasonable discretion, given the Agent’s own interest in the Collateral if it also is one of the Holders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements Lenders and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the L/C Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, : (i) to release any Lien granted to or held by the Agent upon on any Collateral (A) upon final termination of the Aggregate Commitments and payment and satisfaction in full of all Loans and all Obligations (other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is Disposed of or to be Disposed of as part of or in connection with any Disposition permitted hereunder or under any other Note Documents; or Loan Document, (C) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Holders. Upon request Lenders or (D) in connection with the Collateral Release; and (ii) to subordinate any Lien on any Collateral to the holder of any Lien on such property that is permitted by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b7.01(i). (cb) Without in (i) In the event of any manner limiting the Agent’s authority Disposition of Collateral permitted pursuant to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)7.05(b)--(d), each Holder agrees to confirm in writing, upon request by the AgentLenders, the authority Administrative Agent and the L/C Issuer agree that the Secured Parties’ Lien on such Collateral automatically shall be released so long as the Borrower shall have submitted to the Administrative Agent (A) if such Disposition occurs before the Collateral Release, a Borrowing Base Certificate demonstrating that, after giving pro forma effect to any such requested release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent Total Outstandings shall not exceed the lesser of (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (ix) the Agent shall not be required to execute any such document on terms which, in Aggregate Commitments and (y) the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warrantyBorrowing Base, and (iiB) if such release shall not in any manner discharge, affect Disposition occurs at or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in after the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever Release, a Compliance Certificate demonstrating that, after giving pro forma effect to any Holder such requested release of Collateral, the Borrower is in compliance with Section 7.11(b)(iii). In such event, the Administrative Agent, on behalf of the Secured Parties, shall be deemed to assure that have released such Collateral from the Lien of the Collateral exists or is owned by Documents, and the Obligors or is cared forAdministrative Agent shall, protected or insured or has been encumbered or that the Lien granted at Borrower’s request, within three (3) Business Days execute any documentation reasonably required to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided hereinevidence such release.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. 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 Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business U.S. Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 9.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.07(b)12.11. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors either Borrower or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The Each Lender hereby irrevocably authorizes and directs Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of enter into the Collateral or Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.01, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall require be authorized and binding upon all of Lenders. Agent is hereby authorized (but not obligated) on behalf of all of Lenders, without the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance necessity of any notice to or further consent from any Lender from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Collateral Documents which may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Collateral Documents. (b) The Holders Each Lender hereby irrevocably authorize the Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Agent upon any Collateral upon final Aggregate Commitments and payment and satisfaction in full of all Loans and all Obligations (other Obligations; or Collateral constituting property being than contingent indemnification obligations), (B) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; or Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required HoldersLenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Agent at any time, the Holders each Lender will confirm in writing the Agent’s 's authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.10. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c))b) above, each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) each Lender, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the Holders upon such applicable Collateral; provided, however, provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s 's opinion, would expose the Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of any Obligor Borrower in respect of) all interests in the Collateral retained by Borrower, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any Obligorsale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Holder Lender or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Agent herein or in any of the Agent Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 9.10 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s 's own interest in the Collateral if it also is as one of the Holders Lenders and that the Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders' security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other Holderthan Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or in accordance with Agent's instructions.

Collateral Matters. (a) The Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of enter into the Collateral or Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.01, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall require be authorized and binding upon all of the Lenders and the L/C Issuer. Administrative Agent to expand or risk its own funds or otherwise incur any financial liability in is hereby authorized (but not obligated) on behalf of all of Lenders and the performance L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Collateral Documents which may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Collateral Documents. (b) The Holders Each Lender and the L/C issuer hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Agent upon any Collateral upon final Aggregate Revolving Commitments and payment and satisfaction in full in cash of all Loans Obligations (other than (x) Secured Hedge Obligations, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other Obligations; or Collateral constituting property being than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (B) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale expressly permitted hereunder or under any other Note Documents; or Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required HoldersLenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i). Upon request by the Administrative Agent at any time, each Lender and the Holders L/C Issuer will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.12. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)9.12(b), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the Holders L/C Issuer, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Administrative Agent for the benefit of the Holders Secured Parties pursuant to the applicable Collateral Document upon such the applicable Collateral; provided, however, provided that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of any Obligor Loan Party or any other Credit Party in respect of) all interests in the Collateral retained by any ObligorLoan Party or any other Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Administrative Agent shall have no obligation whatsoever to any Holder Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any other Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Administrative Agent herein or in any of the Agent Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.07 9.12 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other Holderthan Administrative Agent) obtain possession of any such Collateral, except such Lender or the L/C Issuer shall notify Administrative Agent thereof, and, promptly upon Administrative Agent’s request therefor shall deliver such Collateral to Administrative Agent or in accordance with Administrative Agent’s instructions. (f) The parties hereto acknowledge that Borrower may, from time to time and for any reason, request Administrative Agent to terminate any Limited Grantor Security Agreement and release the Lien granted to Administrative Agent under such Limited Grantor Security Agreement in the collateral described therein. Such request must be made in writing and shall specify the Limited Grantor Security Agreement to be so terminated. Provided that (i) Administrative Agent shall have received from Borrower (A) the request referred to in the first sentence of this subsection (f) and (B) an updated and fully completed Borrowing Base Certificate (for avoidance of doubt, all Specified Accounts in respect of such Limited Grantor Security Agreement and the Limited Grantor party thereto shall not constitute Eligible Accounts Receivable for purposes of such Borrowing Base Certificate), (ii) such Borrowing Base Certificate shall demonstrate to the satisfaction of Administrative Agent that, after giving immediate effect to the termination of such Limited Grantor Security Agreement to be so terminated and the release of such Liens, the Total Revolving Outstandings does not exceed the lesser of (x) the Aggregate Revolving Commitments then in effect and (y) the Borrowing Base as otherwise provided hereinshown in such Borrowing Base Certificate, and (iii) both immediately prior and after giving effect to such termination and release, no Event of Default shall exist or result therefrom, Administrative Agent shall, and each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to, execute and deliver to the applicable Loan Party a termination/release agreement, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which Administrative Agent shall terminate the applicable Limited Grantor Security Agreement and release the Liens granted to it under the applicable Limited Grantor Security Agreement. (g) Each Lender and the L/C Issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to enter into any amendment, modification or waiver with respect to any Limited Grantor Security Agreement.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. 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 Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than another Credit Party) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 9.02, (iii) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.07(b)12.11. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) The A. Each Lender authorizes and directs Collateral Agent mayto enter into the Collateral Documents for the benefit of the Lenders and the other Secured Parties. Each Lender hereby agrees, but 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 Requisite Lenders in accordance with the provisions of this Agreement or the Collateral Documents, 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 not be obligated toauthorized and binding upon all of the Lenders. 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 make such disbursements prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itCollateral Documents. (b) B. The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than Company and its Subsidiaries) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 7.7, (iii) if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types Requisite Lenders (or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release all of the Liens granted Lenders hereunder, to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be extent required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.by

Collateral Matters. (a) Each Bank authorizes and directs the Collateral Agent to enter into the Collateral Documents for the benefit of the Banks. Each Bank 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 Majority Banks in accordance with the provisions of this Credit Agreement or the Collateral Documents, and the exercise by the Majority Banks 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 Banks. The Administrative Agent mayand the Collateral Agent are hereby authorized on behalf of all of the Banks, but shall not be obligated towithout the necessity of any notice to or further consent from any Bank, from time to time make such disbursements prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itCollateral Documents. (b) The Holders Banks hereby irrevocably authorize the Administrative Agent and the Collateral Agent, at its their option and in its their discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral Collateral (i) upon final termination of the Commitments and payment in full in cash and satisfaction of all of the Obligations (other than those expressly stated to survive termination of this Agreement, the repayment of the Loans and all other Obligations; the termination of the Commitments) at any time arising under or Collateral in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby (including any required Cash Collateralization), (ii) constituting property being sold or disposed of in upon receipt of the ordinary course proceeds of any Obligor’s business and such sale required (if applicable) to be delivered to the Administrative Agent if the Company certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement Section 8.02 (and the other Note Documents; or Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) if approved, authorized or ratified in writing by the Required HoldersMajority Banks, unless such release is required to be approved by all of the Banks hereunder or (iv) constituting Cash, Cash Equivalents or Qualifying Investments used for the purposes set forth in Sections 8.01(g), (m), (o) or (u); provided, that at the time of such release no Default or Event of Default shall have occurred and be continuing; and provided, further, that, with respect to clause (iv), at the time of such release or grant of Lien under Section 8.01(g), (m), (o) or (u), and after giving effect thereto, the Effective Amount of all Loans then outstanding plus the Effective Amount of all L/C Obligations plus the Effective Amount of all Outstanding Eligible ▇▇▇▇ does not exceed the Borrowing Base set forth in the most recent Borrowing Base Certificate delivered in accordance with Section 7.02(e). Upon request by the Administrative Agent at any time, the Holders Banks will confirm in writing the Administrative Agent’s 's and the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in any manner limiting the Agent’s authority to act without any specific or further authorization or consent writing by the Required Holders (Majority Banks or all of the Banks, as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, applicable and upon at least five (5) Business Days prior written request by any Obligorthe Company, the Collateral Agent shall (and is hereby irrevocably authorized by the Holders Banks 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 Holders Administrative Agent and the Banks herein or pursuant to this Agreement upon such Collateralthe Collateral 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 the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligations obligation or entail any 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 Lien Liens upon (or obligations of the Company or any Obligor of its Restricted Subsidiaries in respect of) all interests in retained by the Company or any of its Restricted Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of collateral, or any foreclosure with respect to any of the collateral, the Administrative Agent and the Collateral retained by Agent shall be authorized to deduct all of the expenses reasonably incurred from the proceeds of any Obligorsuch sale, transfer or foreclosure. (d) The Administrative Agent and the Collateral Agent shall have no obligation whatsoever to the Banks or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors Company or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent and the Collateral Agent in this Section 10.07 10.10 or to the Collateral Agent in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent and the Collateral Agent may act in any manner it they may deem appropriate, appropriate in its their sole discretion, given the Administrative Agent’s 's and the Collateral Agent's own interest in the Collateral if it also is as one of the Holders Banks and that the Administrative Agent and the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Banks, except for their gross negligence or willful misconduct; provided that the Administrative Agent has prepared for filing in the appropriate jurisdictions, financing statements, financing statements in lieu of continuation statements or amendments thereto, as otherwise provided hereinappropriate in the reasonable discretion of the Administrative Agent, and has arranged for appropriate recordation thereof in each such jurisdiction.

Collateral Matters. (a) The Agent may, but shall not be obligated to, from time to time make such disbursements Lenders and advances all other Secured Parties (“Agent Advances”) which by accepting the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose benefit of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(dCollateral) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to it. (b) The Holders hereby irrevocably authorize the Collateral Agent, at its option and in its discretiondiscretion or in accordance with the instructions and Officers’ Certificates delivered to the Collateral Agent in connection therewith, to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon any Collateral upon final payment and satisfaction in full of all Loans Loan Obligations (other than contingent indemnification obligations and all other Obligations; or Collateral constituting property being sold or disposed of in expense reimbursement claims to the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or extent no claim therefor has been made), (ii) if approved, authorized or ratified in writing by in accordance with Section 9.01, (iii) pursuant to the Required HoldersOrders and/or the Security Documents or (iv) pursuant to Section 9.19. Upon request by the Collateral Agent at any time, the Holders Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property in accordance with this Section; provided that the Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent Agent shall rely conclusively on Officers’ Certificates and instructions delivered by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations Borrower or any Lien upon (or obligations of any Obligor other Credit Party in respect of) all interests in the Collateral retained by any Obligorconnection herewith. (d) The Each Secured Party hereby further authorizes the Administrative Agent shall have no obligation whatsoever or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to any Holder to assure that be the Collateral exists or is owned by agent for and representative of the Obligors or is cared for, protected or insured or has been encumbered or that the Lien granted Secured Parties with respect to the Orders and/or the Security Documents. Subject to Section 9.01, without further written consent or authorization from any Secured Party, the Administrative Agent pursuant or Collateral Agent, as applicable, may (a) execute any documents or instruments necessary in connection with a disposition of assets to this Agreement a Person that is not the Borrower or any other Note Document has been properly or sufficiently or lawfully createdSubsidiary permitted by this Agreement, perfected, protected or enforced or (b) release any Lien encumbering any item of Collateral that is entitled the subject of such disposition of assets 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 a Person that is not the rights, authorities and powers granted or available to the Agent in this Section 10.07 or in any other Note Document, it being understood and agreed that in respect of the Collateral, Borrower or any act, omission Subsidiary or event related thereto, with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.01) have otherwise consented or (c) release any Guarantor from the Agent Guarantee with respect to which Required Lenders (or such other Lenders as may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral if it also is one of the Holders and that the Agent shall be required to give such consent under Section 9.01) have no duty or liability whatsoever to any other Holder, except as otherwise provided hereinconsented.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. 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 Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Collateral Agent upon any Collateral (A) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (B) constituting property being sold or otherwise disposed of in (to Persons other than Holdings and its Restricted Subsidiaries) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 10.02, (C) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 13.12), (D) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below or (E) as otherwise may be expressly provided in the relevant Security Documents, (ii) at the request of the U.S. Borrower, to subordinate any Lien on any property granted to or held by the Collateral Agent or Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01 but only to the extent Section 10.01 permits such Lien to be prior to the Liens held by the Collateral Agent and the Administrative Agent under the Credit Documents and (iii) to release any Subsidiary Guarantor from its obligations under any Credit Document to which it is a party if such Person ceases to be a Restricted Subsidiary constituting a Guarantor as a result of a transaction or designation permitted hereunder. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral or guarantees pursuant to this Section 10.07(b)12.11. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors either Borrower or any of its Restricted Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 12.11 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (d) For greater certainty, and without limiting the powers of the Collateral Agent hereunder or under any of the other HolderCredit Documents, the Borrowers hereby acknowledge that the Collateral Agent shall, for purposes of holding any security granted by any Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of any Credit Party under any bond or debenture (the Quebec Secured Obligations), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or debenture. Each Lender, for itself and for all present and future affiliates that are or may become a Lender, hereby irrevocably constitutes, to the extent necessary, the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by each Credit Party in the Province of Quebec to secure the Quebec Secured Obligations. Each assignee (for itself and for all present and future affiliates) of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation. The substitution or replacement of the Administrative Agent pursuant to Section 12.10 shall also constitute the substitution or replacement of the fondé de pouvoir. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any bond or debenture. The Borrowers hereby acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The fondé de pouvoir shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise provided hereinspecifically restricted hereunder, all rights and remedies given to the fondé de pouvoir pursuant to any hypothec, bond, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent, mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to an indemnification by the Lender, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.

Collateral Matters. (a) Each Lender and each Issuing Bank authorizes and directs the Agent to enter into the Collateral Documents for the benefit of such Person. Each Lender and each Issuing Bank hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 11.10, any action taken by the Majority Lenders in accordance with the provisions of this Credit Agreement or the Collateral Documents, and the exercise by the Majority Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and all the Issuing Banks. The Agent mayis hereby authorized on behalf of all of the Lenders and all the Issuing Banks, but shall not be obligated to, without the necessity of any notice to or further consent from any Lender or any Issuing Bank from time to time make such disbursements prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of Liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itCollateral Documents. (b) The Holders Each Lender and each Issuing Bank hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction in full in cash of all Loans and all of the Obligations at any time arising under or in respect of this Credit Agreement or the other Obligations; Credit Documents or Collateral the transactions contemplated hereby or thereby (or, in the case of outstanding Letters of Credit, cash collateralization in accordance with Section 3.3(e)), (ii) constituting property being sold or disposed of in (other than pursuant to the ordinary course W▇▇▇▇▇▇ Sale, which shall be subject to satisfaction of any Obligor’s business and clause (i) or (iii) hereof) upon receipt of the proceeds of such sale by the Agent, if the Funds Administrator certifies to the Agent that such sale or disposition is made in compliance with the terms of this Agreement Section 8.5 (and the other Note Documents; Agent may rely conclusively on any such certificate, without further inquiry), or (iii) if approved, authorized or ratified in writing by the Required HoldersMajority Lenders, unless such release or subordination is required to be approved by all of the Lenders pursuant to Section 11.10; provided that, in the case of clauses (i) and (iii), such release of Liens shall not be effective unless and until the Agent shall have received adequate cash collateral in its reasonable judgment to secure payment of the estimated amount of any known or unliquidated Obligations that have been asserted by the Agent prior to such release. Upon request by the Agent at any time, the Holders each Lender and each Issuing Bank will confirm in writing the Agent’s authority to release or subordinate particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without Upon any sale and transfer of Collateral (including pursuant to the W▇▇▇▇▇▇ Sale) which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in any manner limiting the Agent’s authority to act without any specific or further authorization or consent writing by the Required Holders Majority Lenders (as set forth in this or all Lenders, if such release is required to be approved by all of the Lenders pursuant to Section 10.07(c11.10)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon at least five (5) Business Days’ prior written request by any Obligorthe Funds Administrator, the Agent shall (and is hereby irrevocably authorized by the Holders each Lender and each Issuing Bank, to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders Agent, the Lenders and the Issuing Banks herein or pursuant hereto upon such Collateralthe Collateral that was sold or transferred; provided, however, provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations Liability or entail any 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 Lien Liens upon (or obligations of any Obligor Borrower or any Credit Party in respect of) all interests in the Collateral retained by any ObligorBorrower or any Credit Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Holder Lender, any Issuing Bank or any other Person to assure that the Collateral exists or is owned by the Obligors any Borrower or any Subsidiary thereof or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Agent herein or in any of the Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 10.10 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except as otherwise provided hereinfor its gross negligence or willful misconduct.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements prior to, or during, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and Liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any Credit Document (i) upon any Collateral upon final termination of all Commitments and payment and satisfaction in full of all Loans and all the Obligations (other Obligations; than contingent indemnification obligations) at any time arising under or Collateral constituting property being in respect of this Agreement or the Credit Documents or the trans-actions contemplated hereby or thereby, (ii) that is sold or disposed otherwise dis-posed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 8.03 or Section 8.06, (iii) in connection with any Flag Jurisdiction Transfer; provided that the terms of this Agreement requirements thereof are satisfied by the relevant Credit Party, and the other Note Documents; or (iv) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 11.12) or (v) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 10.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (i) The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3) release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code or any other Holderproceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding, for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding. (i) Each Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release of any or all of the Collateral from the Liens of any Security Document in connection therewith. (ii) To the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation, any such exercise described in Section 10(d)(ii)), except as for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise provided hereindispose of any Collateral upon the request of the Borrower, any Subsidiary of the Borrower, any Other Creditor or any other Person or to take any other action or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Term Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Term Loan Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than the ordinary course of any Obligor’s business Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with the terms of this Agreement and the other Note Documents; or Section 9.02, (iii) if approved, authorized or ratified in writing by the Required Holders. Upon request Lenders (or all of the Lenders hereunder, to the extent required by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types Section 12.12) or items of Collateral pursuant to this Section 10.07(b). (civ) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as otherwise may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, expressly provided in the Agent’s opinion, would expose relevant Security Documents or the Agent to liability or create any obligations or entail any consequence other than the release last sentence of such Liens without recourse or warranty, each of Sections 9.01 and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor9. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.

Collateral Matters. (a) Each Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders and the Agent. 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 Requisite Lenders in accordance with the provisions of this Agreement or the Security Documents, 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 of the Lenders. The Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements 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 advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; or Collateral than inchoate indemnification obligations) as provided in Section 13.9., (ii) constituting property being sold or otherwise disposed of in (to Persons other than Holdings and its Subsidiaries) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with Section 10.5. or (iii) as otherwise may be expressly provided in the terms of this Agreement and the other Note relevant Security Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)12. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder 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 Lien granted to the Agent pursuant to this Agreement or any other Note 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 the Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided herein.

Collateral Matters. (a) The Each Lender hereby irrevocably authorizes and directs Agent may, but shall not be obligated to, from time to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of enter into the Collateral or Documents for the benefit of such Lender. Each Lender hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in Section 2.04(a) or10.01, as applicable, Section 2.04(b), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders, in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall require be authorized and binding upon all of Lenders. Agent is hereby authorized on behalf of all of Lenders, without the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance necessity of any notice to or further consent from any Lender from time to time prior to, an Event of its duties hereunder Default, to take any action with respect to any Collateral or thereunder, or in Collateral Documents which may be necessary to perfect and maintain perfected the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Liens upon the Collateral granted pursuant to itthe Collateral Documents. (b) The Holders Each Lender hereby irrevocably authorize the authorizes Agent, at its option and in its discretion, , (i) to release any Lien on any property granted to or held by Agent under any Loan Document (i) upon termination of the Agent upon any Collateral upon final Aggregate Commitments and payment and satisfaction in full of all Loans Obligations (other than contingent indemnification obligations) and the expiration or termination of all other Obligations; or Collateral constituting property being Letters of Credit, (ii) that is sold or disposed to be sold as part of or in the ordinary course of connection with any Obligor’s business and in compliance with the terms of this Agreement and the sale permitted hereunder or under any other Note Documents; or Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required HoldersLenders, or (iv) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. Upon request by the Agent at any time, the Holders each Lender will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 10.07(b)9.12. (c) Without in any manner limiting the Agent’s authority Subject to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c))b) above, each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders each Lender, to) execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Agent for the benefit of Agent and Lenders herein or pursuant hereto upon the Holders upon such applicable Collateral; provided, however, provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty, warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of Borrower or any Obligor other Loan Party in respect of) all interests in the Collateral retained by Borrower or any Obligorother Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. (d) The Agent shall have no obligation whatsoever to any Holder Lender or any other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any other Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to Agent herein or in any of the Agent Collateral Documents or pursuant to this Agreement hereto or any other Note Document has thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Agent in this Section 10.07 9.12 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Agent shall have no duty or liability whatsoever to Lenders. (e) Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other Holderthan Agent) obtain possession of any such Collateral, except as otherwise provided hereinsuch Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

Collateral Matters. (a) The Each Lender (including the Issuing Lender and each Lender is its capacity as the provider of a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement) authorizes and directs the Collateral Agent may, but shall not be obligated to, from time to time make such disbursements enter into the Security Documents and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare Intercreditor Agreement for sale or lease or dispose the benefit of the Collateral Lenders and the other Secured Parties. Each Lender (including the Issuing Lender and each Lender is its capacity as the provider of a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement) hereby agrees, and each holder of any portion Note by the acceptance thereof or will be deemed to pay any other amount chargeable to the Issuer pursuant to the terms of this Agreementagree, includingthat, without limitation, costs, fees and expenses except as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as otherwise set forth in herein, including Section 2.04(a) or, as applicable, Section 2.04(b12.02(a), and shall be secured any action taken by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account Required Lenders in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document 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 require be authorized and binding upon all of the Lenders. The Administrative Agent to expand is hereby authorized on behalf of all of the Lenders (including the Issuing Lender and each Lender is its capacity as the provider of a Qualified Secured Hedging Agreement or risk its own funds or otherwise incur any financial liability in Qualified Secured Cash Management Agreement), without the performance necessity of any of its duties hereunder notice to or thereunder, further consent from any Lender 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 exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured Collateral granted pursuant to itthe Security Documents. (b) The Holders Lenders (including the Issuing Lender and each Lender is its capacity as the provider of a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement) hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) release any Lien granted to or held by the Administrative Agent upon any Collateral (A) upon final payment and satisfaction termination of all Loans the Total Revolving Loan Commitment (and all other Obligations; or Collateral constituting property being sold or disposed Letters of Credit) and Payment in Full (as defined in the ordinary course Collateral Agreement), (B) in accordance with Section 12.14, (C) that does not constitute a material portion of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or Collateral, (D) if approved, authorized or ratified in writing by the Required Holders. Lenders (or all of the Lenders hereunder, to the extent required by Section 12.02) or (E) as otherwise may be expressly provided in the relevant Security Documents or in the Intercreditor Agreement, (ii) release any Loan Party in accordance with Section 12.14; and (iii) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 9.02(v). (c) Upon request by the Administrative Agent at any time, the Holders Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant property, or to this Section 10.07(b). (c) Without in release any manner limiting Loan Party from its Guarantee of the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (Obligations. In each case as set forth specified in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent11.10, the authority Administrative Agent will, at the Borrowers’ expense, execute and deliver to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders 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 assignment and security interest granted under the Security Documents or to the Agent for the benefit subordinate its interest in such item, or to release such Loan Party from its Guarantee of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms whichObligations, in each case in accordance with the Agent’s opinion, would expose terms of the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, Loan Documents and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligorthis Section 11.10. (d) The Administrative Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Loan Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Administrative Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 10.07 11.10, in any of the Security Documents or in any other Note Documentthe Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) Administrative Agent and Lenders appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall notify Administrative Agent thereof and, promptly upon Administrative Agent’s request, deliver such Collateral to Administrative Agent or otherwise deal with it in accordance with Administrative Agent’s instructions. (f) Administrative Agent shall promptly forward to each Lender, when complete, copies of any field audit, examination or appraisal report prepared by or for Administrative Agent with respect to any Loan Party or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor Administrative Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Administrative Agent or any other HolderPerson performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon the Loan Parties’ books and records as well as upon representations of the Loan Parties’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Administrative Agent and any other Person preparing a Report from any action such Lender may take as otherwise provided hereina result of or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or indirect result of Administrative Agent furnishing a Report to such Lender. (g) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents, trustees or third parties appointed by the Administrative Agent. The Administrative Agent (and any such sub-agent, trustee or third party) may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory and indemnification provisions of this Article XI and Section 12.03 shall apply to any such sub-agent, trustee or third party and to their respective Affiliates to the same extent that such provisions apply to the Administrative Agent.

Collateral Matters. (ai) The Agent mayExcluding any Excluded Assets, but all Capital Stock of each Obligor and Subsidiary shall not be obligated to, from time subject to time make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer a security interest pursuant to the terms Security Documents and Administrative ​ Agent shall have received all original certificates, if any, representing such securities and such accompanying documents reasonably requested by Administrative Agent. (ii) Excluding any Excluded Assets, all Indebtedness owed to any of this Agreementthe Obligors (other than any Indebtedness of another Obligor) which, includingindividually or in the aggregate, without limitation, costs, fees and expenses as described in Sections 8.01(d) exceeds $50,000 that is evidenced by one or 12.04; provided, that the Agent will provide notice more promissory notes shall be subject to a security interest pursuant to the Issuer at least 5 days prior to making any Security Documents, and Administrative Agent Advances shall have received original executed versions of all such promissory notes and such accompanying documents reasonably requested by Administrative Agent. (unless giving such notice would prejudice iii) Administrative Agent shall have received the Agent’s ability to preserve results of a search of the UCC and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) orequivalent filings, as applicable, Section 2.04(b)in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Obligor, together with copies of the financing statements, and shall other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to Administrative Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be secured by released substantially simultaneously with the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to making of the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itLoans hereunder. (biv) The Holders hereby irrevocably authorize the Administrative Agent shall have received evidence, in form and substance satisfactory to Administrative Agent, at its option and that appropriate UCC financing statements (including fixture filings) or equivalent filings, as applicable, have been duly filed in its discretion, to release any Lien granted to such office or held by the Agent upon any Collateral upon final payment and satisfaction of all Loans and all other Obligations; or Collateral constituting property being sold or disposed of in the ordinary course of any Obligor’s business and in compliance with the terms of this Agreement and the other Note Documents; or if approved, authorized or ratified in writing by the Required Holders. Upon request by the Agent at any time, the Holders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b). (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents offices as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms whichor, in the opinion of Administrative Agent, desirable, to perfect Administrative Agent’s opinion, would expose the Agent Liens in and to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to any Holder to assure that and certified searches reflecting the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered or that the Lien granted to the Agent pursuant to this Agreement or any other Note Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priorityfiling of all such financing statements, or evidence that arrangements for filing reasonably satisfactory 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 Administrative Agent in this Section 10.07 or in any other Note Document, 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 if it also is one of the Holders and that the Agent shall have no duty or liability whatsoever to any other Holder, except as otherwise provided hereinbeen made.

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements prior to an Event of Default, to take any action with respect to any Collateral o1r Security Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itSecurity Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all of the Obligations (other Obligations; than inchoate indemnification obligations) at any time arising under or Collateral in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of in (to Persons other than Silgan and its Subsidiaries) upon the ordinary course of any Obligor’s business and sale or other disposition thereof in compliance with the terms of this Agreement Section 8.02, (iii) subject to a Permitted Lien pursuant to Sections 8.01(viii), (ix) and the other Note Documents; or (xii), (iv) if approved, authorized or ratified in writing by the Required HoldersLenders (or all of the Lenders hereunder, to the extent required by Section 12.12(a)) or (v) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.07(b)11.10. (c) Without in any manner limiting the Agent’s authority to act without any specific or further authorization or consent by the Required Holders (as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release The Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateral, and upon prior written request by any Obligor, the Agent shall (and is hereby irrevocably authorized by the Holders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Obligor in respect of) all interests in the Collateral retained by any Obligor. (d) The Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors any Credit Party or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 11.10 or in any other Note Documentof the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except for its gross negligence or willful misconduct (as otherwise provided hereindetermined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Collateral Documents for the benefit of the Lenders. Each Lender hereby agrees, and each holder of any Revolving Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent mayis hereby authorized on behalf of all of the Lenders, but shall not be obligated towithout the necessity of any notice to or further consent from any Lender, from time to time make such disbursements prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and advances (“Agent Advances”) which maintain perfected the Agent, security interest in its sole discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of and liens upon the Collateral or any portion thereof or to pay any other amount chargeable to the Issuer granted pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Sections 8.01(d) or 12.04; provided, that the Agent will provide notice to the Issuer at least 5 days prior to making any Agent Advances (unless giving such notice would prejudice the Agent’s ability to preserve and protect the Collateral, in which case the Agent will provide whatever notice is practicable). The Agent Advances shall be repayable on demand, shall bear interest as set forth in Section 2.04(a) or, as applicable, Section 2.04(b), and shall be secured by the Collateral. The Agent Advances shall constitute Obligations hereunder which may be charged to the Note Account in accordance with Section 4.02. All such "Agent Advances" shall be funded with monies made available by the Holders, as no provisions of this Agreement or any Note Document shall require the Agent to expand or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, unless it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is assured to itCollateral Documents. (b) The Holders Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, upon the direction of the Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon final termination of the Commitments and payment and satisfaction of all Loans and all other Obligations; of the Obligations at any time arising under or Collateral in respect of this Credit Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of in upon receipt of the ordinary course proceeds of any Obligor’s business and such sale by the Collateral Agent if the Borrower certifies to the Collateral Agent that the sale or disposition is made in compliance with the terms of this Agreement Section 8.1 hereof (and the other Note Documents; Agent may 124 rely conclusively on any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required HoldersLenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Holders Lenders will confirm in writing the Collateral Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 10.07(b)10.10. (c) Without Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in any manner limiting the Agent’s authority to act without any specific or further authorization or consent writing by the Required Holders (Lenders or all of the Lenders, as set forth in this Section 10.07(c)), each Holder agrees to confirm in writing, upon request by the Agent, the authority to release Collateral conferred upon the Agent under this Section 10.07. Upon receipt by the Agent of confirmation from the Holders of its authority to release any particular item or types of Collateralapplicable, and upon at least five (5) Business Days' prior written request by any Obligorthe Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Holders 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 Holders Lenders herein or pursuant hereto upon such Collateralthe Collateral 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 the Collateral Agent’s 's opinion, would expose the Collateral Agent to liability or create any obligations obligation or entail any consequence other than the release of such Liens without recourse recourse, representation or warranty, warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien Liens upon (or obligations of the Borrower or any Obligor of its Subsidiaries in respect of) all interests in retained by the Borrower or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the Collateral retained Agent shall be authorized to deduct all of the Expenses reasonably incurred by the Collateral Agent from the proceeds of any Obligorsuch sale, transfer or foreclosure. (d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any Holder other Person to assure that the Collateral exists or is owned by the Obligors Borrower or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Lien Liens granted to the Collateral Agent herein or pursuant to this Agreement or any other Note Document has hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or is are entitled to any particular priority, or to exercise or to continue exercising at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.07 10.10 or in any other Note Documentof the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s 's own interest in the Collateral if it also is as one of the Holders Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Holderthe Lenders, except as otherwise provided hereinfor its gross negligence or willful misconduct.